Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. At the closing of the redemption of Offered Units, (i) On the Closing DateExercising Partners shall execute and deliver (A) proper instruments of transfer and assignment of the Offered Units, subject to Section 1.3(d)(iv(B) below and in accordance with Section 1.2(a), a Unit Certificate or Unit Certificates representing the Buyers shall deliver or cause number of Offered Units to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two so redeemed and (2C) Business Days prior to the Closing Date (it being understood that, (1) representations and warranties with respect to Holdingstheir due authority to sell all of the right, the delivery of a release instruction title and interest in and to such Offered Units to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement General Partner and, with respect to the Escrow Funds deposited by Holdings status of the Offered Units, that such Offered Units are free and clear of all liens, claims and encumbrances whatsoever, and (2ii) the General Partner shall (A) if shares of Common Stock are to be issued, execute and deliver representations and warranties with respect to its due authority to issue the shares of Common Stock to be received in the exchange; deliver an opinion of counsel for the General Partner, reasonably satisfactory to the Exercising Partners, to the effect that such shares of Common Stock have been duly authorized, are validly issued, fully-paid and non-assessable; and deliver a stock certificate or certificates evidencing the shares of Common Stock to be issued and registered in the name(s) of the Exercising Partner(s) or its or their designee(s), and/or (B) if cash is to be paid for Partnership Units, deliver a check in the amount of any dividends that the Company has declared with a record date on or prior cash due to the Closing DateExercising Partner(s) at such closing. If any Exercising Partner shall have delivered a Unit Certificate or Unit Certificates representing a number of Partnership Units in excess of the number of Offered Units, and the Partnership shall issue to such Exercising Partner, at the expense of the Partnership, a new Unit Certificate covering the number of Partnership Units representing the unredeemed portion of the Unit Certificate or Unit Certificates so surrendered, which new Unit Certificate shall entitle the Buyers are entitled holder thereof to receive under the terms herein, shall, such rights of ownership of Partnership Units to the same extent as if the Buyers have Unit Certificate covering such unredeemed Partnership Units had not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange been surrendered for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liensredemption. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On the Closing Date, subject the parties shall make, execute, acknowledge and deliver the legal documents and items required to Section 1.3(d)(ivbe executed or delivered in connection with the Closing (collectively the “Closing Documents”) below to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in accordance with Section 1.2(a), the Buyers shall deliver or cause connection therewith. The Closing Documents and other items to be delivered at the Closing are the following: (a) The Amendment or other evidence of the transfer of OP Units to Sellers the cash amounts Contributors and evidence of the DTC Registered REIT Stock, which shall bear the legend set forth on Schedule I hereto in respect the Articles of each SellerAmendment and Restatement of the Company, by wire transfer of as amended and restated and in effect immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date in substantially the form attached as Exhibit B (it being understood that, (1the “Articles”) with respect to Holdings, the delivery or a written statement of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends information that the Company has declared with will furnish a record date full statement about certain restrictions on or prior transferability to a stockholder on request and without charge, which restrictions shall be substantially the Closing Date, and which same as those set forth in the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Articles; (iib) On Any other documents that are in the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver possession of a Contributor or cause to which can be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any obtained through such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated Contributor’s reasonable efforts which are reasonably requested by the BuyersCompany or the Operating Partnership and are reasonably necessary or desirable to assign, in transfer, convey, contribute and deliver the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased SharesContributed Interests directly, free and clear of any all Liens and all Liens.effectuate the transactions contemplated hereby; (iiic) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of The Operating Partnership and the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date one hand and (2) Sellers the Helmsley Group Members on the other hand shall take any such action provide to the other a certified copy of all appropriate corporate resolutions or partnership, limited liability company or other actions, as would be required under Section 1.3(d)(ii) in respect of applicable, authorizing the execution, delivery and performance by the Operating Partnership and the Company Shares that Sellers are obligated to sell (if so requested by a Helmsley Group Member) and any Helmsley Group Member (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3; (d) The Operating Partnership and the Company on the Modified Closing Date. (iv) Notwithstanding anything one hand and the Helmsley Group Members on the other hand shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced except to the amount derived by multiplying extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date); (e) The Contributors shall each provide the Operating Partnership with a certificate of non-foreign status that complies in form and in substance with Treasury Regulation Section 1.1445-2(b); and (f) Any applicable books, records and Organizational Documents relating to each Contributed Helmsley Entity that are in the possession of each Contributed Helmsley Entity or the applicable Contributor or which can be obtained through such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofentities’ reasonable efforts.

Closing Deliveries. (a) At the Closing, Buyer shall deliver to Seller: (i) On One Million of Buyer’s common stock, unregistered but entitled to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends dated as of the Closing Date, reduce the aggregate amount payable issued by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Secretary of State of its state of incorporation; (iivi) On a certificate signed by the Closing Date, subject Seller of its non-foreign status pursuant to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)1.1445-2(b)(2) of the Purchased Shares Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to one or more accounts designated by consummate the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Lienstransactions described herein. (iiiviii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) Fifty Million unregistered Datameg common shares issued to Buyer in respect consideration of Buyer’s assumption of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing DateNote. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers parties hereto shall take the following actions: (a) Seller shall deliver to Buyer one or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms more certificates representing all of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed executed in blank or accompanied by stock powers duly and validly executed in blank, or in proper form for transfer, with all appropriate stock transfer tax stamps affixed; (2b) Seller shall deliver to Buyer the minute books, stock ledgers, corporate seal and all other corporate books and records of the Company and the Subsidiaries, which delivery may be effected by leaving the foregoing books, ledgers, seal and records in lieu the offices of any such certificates, Sellers may arrange for an appropriate electronic transfer the Company and the Subsidiaries as of the Closing Date; (including through Deposit c) Buyer shall deliver to Seller the Purchase Price as due and Withdrawal payable at Custodian the Closing (taking into account the Non-Disputed Initial Adjustment Amount) (the “DWACClosing Purchase Price Payment”)) of , less the Purchased Shares Deposit, by Wire Transfer. Any disputed adjustments to one or more accounts designated by the Buyers, in the case of each of (1) Purchase Price shall be resolved and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended paid in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens3.3 below. (iiid) On Each party hereto shall deliver to the Modified Closing Dateother the opinions, certificates and other documents, as applicable, required to be delivered by such party pursuant to Article VIII hereof; and (1e) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect Upon receipt of the Company Shares that the Buyers are obligated Shares, Buyer shall deliver to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect Seller a receipt evidencing receipt of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contraryand, unless the Buyers would not be obligated to purchase the Purchased Shares by reason upon receipt of the failure of any Closing Condition Purchase Price Payment, Seller shall deliver to be fulfilled as Buyer a receipt evidencing receipt of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofPurchase Price Payment.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) On this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, subject addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 1.3(d)(iv5.1(g); and (viii) below and a certificate evidencing the good standing of the Company in accordance with Section 1.2(a)Delaware issued by the Secretary of State, as of a date within five Business Days of the Buyers Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Datefollowing (the “Purchaser Deliverables”): (i) this Agreement, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received duly executed by such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Purchaser; (ii) On the Closing DateRegistration Rights Agreement, subject to Section 1.3(d)(ivduly executed by such Purchaser; (iii) belowits Subscription Amount, Sellers shall in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (1iv) deliver an Internal Revenue Service Form W-9 (or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Sharesany successor form), duly and validly endorsed or accompanied executed by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all LiensPurchaser. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver (or cause to be delivered delivered) to Sellers the cash amounts each Investor, in addition to all other closing deliveries set forth on Schedule I hereto in respect of each SellerSection 5 and Section 6, by wire transfer of immediately available funds pursuant to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two Section 2.1: (2i) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms copy of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount Register of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as Members of the Closing DateCompany, reduce the aggregate amount payable duly certified by the Buyers registered agent of the Company, updated to Sellers on reflect the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company subscription of the applicable Subscription Shares not actually purchased by Buyers)each of the Investors; (ii) On a copy of duly executed share certificate issued in the Closing Datename of such Investor representing the applicable Subscription Shares being issued to such Investor at the Closing, subject to Section 1.3(d)(ivwith the original (duly executed for and on behalf of the Company) below, Sellers shall (1) deliver or cause to be delivered to such Investor within ten (10) Business Days after the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Closing; (iii) On a copy of the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect Register of Directors of the Company Shares that evidencing the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect appointment of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Series B Investor Director; (iv) Notwithstanding anything a copy of the Memorandum and Articles duly adopted by the Board and shareholders of the Company in this the form attached hereto as Exhibit A, with evidence of the filing of such adopted Memorandum and Articles with the Registrar of Companies in the Cayman Islands to be delivered to such Investor within ten (10) Business Days after the Closing; (v) a copy of the Investors’ Rights Agreement duly executed by the Group Company Parties, the Founder Parties, the Angel Investor Parties and the Series A Investors in the form attached hereto as Exhibit C; (vi) a copy of the Director Indemnification Agreement duly executed by the Company in the form attached hereto as Exhibit D; (vii) documents evidencing that each of the Founder Parties, Angel Investor Parties and Series A Investors has waived or has been deemed to waive its pre-emption right with respect to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares Subscription Shares; and (viii) a certificate duly executed by reason one director of the failure of any Closing Condition to be Company (a) stating that the conditions specified in Section 5 have been fulfilled as of the Termination DateClosing and (b) attaching thereto copies of all resolutions that shall approve the transactions contemplated under the Transaction Documents, if on including without limitation, (i) the day prior to entry into this Agreement, (ii) the Closing Dateadoption of the Memorandum and Articles in the form attached hereto as Exhibit A, Buyers provide written notice to RiverNorth that they will, on (iii) the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price adoption of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on Investors’ Rights Agreement in the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I form attached hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750as Exhibit C, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For (iv) the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation adoption of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Director Indemnification Agreement in accordance with Section 6.4 hereof.the form attached hereto as Exhibit D.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Assigning Parties shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of Assignee: (i) A counterpart to each Seller, by wire transfer of immediately available funds Ancillary Agreement to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms hereinAssignor or any of its Affiliates is a party, shall, to the extent the Buyers have not received duly executed and delivered by a duly authorized representative of such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Person; (ii) On The consent of the Closing DateLessor to this Agreement; (iii) Unless such delivery is waived by the Assignee, subject the Restated Lease Agreement in form and content mutually acceptable to Section 1.3(d)(ivAssignee and the Lessor; and (iv) belowsuch other instruments of Transfer as Assignee reasonably requests for the purpose of consummating the transactions contemplated by this Agreement. (b) At the Closing, Sellers shall (1) Assignee will deliver or cause to be delivered to the Buyers Assignor the certificates, if any, representing the Purchased SharesNote and a counterpart to each other Ancillary Agreement to which Assignee or any of its Affiliates is a party, duly executed and validly endorsed or accompanied delivered by stock powers a duly and validly executed in blank, or (2) in lieu authorized representative of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all LiensPerson. (iiic) On the Modified Closing Date, (1) the Buyers shall take If any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure Transfer or assignment of any Closing Condition Assigned Right intended to be fulfilled transferred, assigned or assumed hereunder, as of the Termination Datecase may be, if on the day is not consummated at or prior to the Closing Date, Buyers provide written notice for any reason, then, insofar as reasonably possible, the Assignor shall thereafter hold such Assigned Right, as the case may be, for the sole use and benefit of Assignee. In addition, if any consent, waiver, confirmation, novation or approval is not obtained with respect to RiverNorth that they willany Transferred Contract, on then the Closing DateAssignor and Assignee shall cooperate to establish an agency type or other similar arrangement reasonably satisfactory to the Assignor and Assignee under which Assignee would obtain, purchase Company Shares from Sellers to the extent practicable, all rights, and assume the corresponding Liabilities thereunder for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on all periods following the Closing Date (including by means of subcontracting, sublicensing or subleasing arrangement) or under which the Assignor would enforce for the benefit of Assignee. The Assignor shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such amountAssigned Right in the ordinary course of business consistent with past practice and take such other actions as may be reasonably requested by Assignee, in order to place Assignee in a substantially similar position as if such Assigned Right had been Transferred as contemplated hereby and so that all the benefits and burdens relating to such Assigned Right, and any use, risk of loss, potential for gain, and dominion, control and command over such Assigned Right and all costs and expenses related thereto, shall inure from and after the Closing Date to Assignee. (d) With respect to any Transferred Contract not transferred pursuant to this Section 2.7, (i) the Assignor shall promptly pay or cause to be paid to Assignee when received all moneys relating to the period on or after the Closing Date received by the Assignor under any such Transferred Contract and (ii) Assignee shall promptly pay, perform or discharge, or cause to be promptly paid, performed or discharged, when due any Liabilities arising thereunder after the Closing Date. (g) If and when the approvals, notifications, consents or waivers, the “Notice Amount”))absence of which caused the deferral of transfer or assignment of any Assigned Right are obtained or made, and if and when any other legal impediments for purposes the transfer or assignment of this Section 1.3any Assigned Right have been removed, each amount on Schedule I hereto the Transfer or assignment of the applicable Assigned Right shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed effected in accordance with the terms of this Agreement based on such modified Schedule I. For and/or the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofapplicable Ancillary Agreements.

Closing Deliveries. (i) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers parties hereto shall deliver or cause make the following deliveries: (a) Elk Creek shall pay the Purchase Price under the Elk Creek Options to be delivered to Sellers the ▇▇▇▇▇▇▇▇▇ Entities by tendering the Elk Creek Notes. Elk Creek shall pay $5,000,000 in cash amounts set forth on Schedule I hereto in respect of each Seller, for the Purchased Interest by wire transfer of immediately available funds to such accounts account(s) as RiverNorth Capital on behalf of Sellers has specified designated by the ▇▇▇▇▇▇▇▇▇ Entities in writing written instructions delivered to Elk Creek at least two (2) Business Days three business days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);Closing. (iib) On Western Diamond and Western Land shall deliver the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, Membership Interest free and clear of any liens or encumbrances (other than liens securing the PNC Financing) pursuant to an assignment of membership interests in the form attached hereto as Exhibit B, and all Lienssuch further instruments and documents as Elk Creek shall deem reasonably necessary to effectuate the sale and transfer of the Membership Interest free and clear of liens and encumbrances (other than the liens securing the PNC Financing), including without limitation the mortgages securing the Patriot Notes. The ▇▇▇▇▇▇▇▇▇ Entities also shall deliver to Elk Creek a certificate of non-foreign status that complies with Treasury Regulation 1.1445-2(b)(2). (c) The ▇▇▇▇▇▇▇▇▇ Entities shall cause ▇▇▇▇▇▇▇▇▇ Coal Company, Inc. to enter into new leases for each parcel of the Subject Assets, excluding the parcels described in the instruments set forth in subsections (ii) and (iii) On of Exhibit A, with the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect post-closing joint owners of each parcel of the Company Shares that Subject Assets (i.e., WMD and the Buyers are obligated to purchase on the Modified Closing Date and (2remaining owner, either Western Diamond or Western Land) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject pursuant to the terms and conditions of this Agreementthat certain Coal Mining Lease, substantially in the form set forth on Exhibit C attached hereto. Nothing shall prevent RiverNorth from seeking to compel specific performance If, at the Closing, the ▇▇▇▇▇▇▇▇▇ Entities have in place any inter-company leases or subleases of the terms this Agreement Subject Assets that are inconsistent in accordance any respect with Section 6.4 hereofthe Coal Mining Lease, the ▇▇▇▇▇▇▇▇▇ Entities shall cause such inter-company leases or subleases to be terminated.

Closing Deliveries. (a) The closing of the purchase and sale (the “Purchase”) of the Subject Shares (the “Closing”) shall take place by remote communications and by the exchange of signatures by electronic transmission (including DocuSign) or, if or to the extent such an exchange is not practicable, at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on the second Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of all of the conditions set forth in Section 1.3 (other than such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at or prior to the Closing), or at such other place (or by means of remote communication) and date as the Parties may agree in writing (the actual date of the Closing, the “Closing Date”). (b) At the Closing: (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers Purchaser shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each SellerPurchase Price, by wire transfer of immediately available funds to the account or accounts previously designated by Sellers to Purchaser in writing; and (ii) Each Seller shall deliver to Purchaser (A) a properly completed and duly executed Internal Revenue Service Form W-9 for such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two Seller and (2B) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement duly executed stock power with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Subject Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended sold by such Seller, endorsed in accordance with Section 1.1) blank by such Seller, or such other documentation reasonably necessary to transfer to Purchaser all right, title and sufficient to convey to the Buyers good, valid and marketable title interest in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Subject Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (sold by such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofSeller.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver or cause to be delivered to Sellers each Investor the cash amounts following: (i) one or more stock certificates (or copies thereof provided by the Transfer Agent), free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b)), evidencing such number of Common Shares set forth opposite such Investor’s name on Schedule I Exhibit A hereto under the heading “Common Shares,” registered in respect the name of such Investor; (ii) a Warrant, issued in the name of such Investor, pursuant to which such Investor shall have the right to acquire such number of Warrant Shares set forth opposite such Investor’s name on Exhibit A hereto under the heading “Warrant Shares”; (iii) a legal opinion of Company Counsel dated the Closing Date, in the form of Exhibit D, executed by such counsel and delivered to the Investors and the Agent; (iv) a duly executed Transfer Agent Instructions acknowledged by the Company’s transfer agent; (v) the Company shall have delivered to each SellerInvestor a certificate executed by the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions adopted by wire transfer the Company’s board of immediately available funds to such accounts directors approving this Agreement, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as RiverNorth Capital on behalf in effect at the Closing; (vi) Each and every representation and warranty of Sellers has specified in writing at least two (2) Business Days prior to the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (it being understood that, (1) with respect to Holdings, the delivery except for representations and warranties that speak as of a release instruction to specific date, which shall be true and correct as of such specific date) and the Escrow Agent Company shall have performed, satisfied and complied in accordance all respects with the terms of the Escrow Agreement shall covenants, agreements and conditions required to be deemed to satisfy this requirement performed, satisfied or complied with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on at or prior to the Closing Date. The Company shall have delivered to each Investor a certificate executed by the Chief Executive Officer of the Company, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends dated as of the Closing Date, reduce to the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)foregoing effect; (iivii) On a duly executed Registration Rights Agreement; and (viii) approval by each applicable Trading Market of an additional shares listing application covering all of the Closing DateRegistrable Securities. (b) At the Closing, subject to Section 1.3(d)(iv) below, Sellers each Investor shall (1) deliver or cause to be delivered to the Buyers Company the certificates, if any, representing the Purchased Shares, following: (i) a duly and validly endorsed or accompanied by stock powers executed Securities Purchase Agreement; (ii) a duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Registration Rights Agreement; and (iii) On the Modified Closing Datepurchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchase Price” in United States dollars and in immediately available funds, (1) the Buyers shall take any by wire transfer to an account designated in writing to such action as would be required under Section 1.3(d)(i) in respect of Investor by the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any for such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Datepurpose. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver or cause to be delivered to Sellers each Investor the cash amounts set forth on Schedule I hereto in respect following (the “Company Deliverables”): (i) a stock certificate representing a number of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior Company Shares equal to the portion of such Investor’s Investment Amount invested at the Closing Date divided by the Per Unit Purchase Price, registered in the name of such Investor; (it being understood that, (1ii) with respect to Holdings, a certificate evidencing the delivery formation and good standing of the Company issued by the Secretary of State of Delaware as of a release instruction to the Escrow Agent in accordance with the terms date within fifteen (15) days of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date; (iii) a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within fifteen (15) days of the Closing Date; (iv) a certificate, executed by the Assistant Secretary of the Company and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends dated as of the Closing Date, reduce as to (i) the aggregate amount payable resolutions consistent with Section 3.1(c) as adopted by the Buyers Company’s Board of Directors in a form reasonably acceptable to Sellers on such Investor, (ii) the Closing Date; providedCertificate of Incorporation and (iii) the Bylaws, howevereach as in effect at the Closing; (v) a Warrant, no registered in the name of such offset with respect Investor pursuant to dividends which such Investor shall apply have the right to acquire the number of shares of Common Stock equal to the number of Company Shares not actually purchased issuable to such Investor pursuant to Section 2.2(a)(i) multiplied by Buyersten (10); (iivi) On the Closing Datelegal opinion of Company Counsel, subject in substantially the form previously provided to Section 1.3(d)(ivthe Investors, addressed to the Investors; (vii) belowthe Registration Rights Agreement and any other Transaction Documents which the Company is required to execute hereunder, Sellers duly executed by the Company; and (viii) such other documents relating to the transactions contemplated by this Agreement as such Investor or its counsel may reasonably request. (b) At the Closing, each Investor shall (1) deliver or cause to be delivered to the Buyers Company the certificatesfollowing (the “Investor Deliverables”): (i) the portion of its Investment Amount invested at the Closing, if anyin United States dollars and in immediately available funds, representing by wire transfer to an account designated in writing by the Purchased SharesCompany for such purpose attached hereto as Exhibit C; and (ii) the Registration Rights Agreement, duly and validly endorsed or accompanied executed by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all LiensInvestor. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver or cause to be delivered to Sellers each Purchaser the cash amounts set forth on Schedule I hereto following: (i) one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in respect Section 4.1(b) hereof), evidencing such number of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior Shares equal to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery number of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received Units indicated below such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers Purchaser’s name on the Closing Date; providedsignature page of this Agreement, however, no registered in the name of such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Purchaser; (ii) On an Additional Investment Right, registered in the Closing Datename of such Purchaser, subject pursuant to Section 1.3(d)(ivwhich such Purchaser shall have the right to acquire (x) belowsuch number of Underlying Shares indicated below such Purchaser’s name on the signature page of this Agreement, Sellers and (y) an Additional Investment Right Warrant to acquire such number of Underlying Shares indicated below such Purchaser’s name on the signature page of this Agreement, each on the terms set forth therein; (iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Underlying Shares indicated below such Purchaser’s name on the signature page of this Agreement, on the terms set forth therein; (1iv) a legal opinion of Company Counsel, in the form of Exhibit C, executed by such counsel and delivered to the Purchasers; and (v) duly executed Transfer Agent Instructions acknowledged by the Company’s transfer agent. (b) At the Closing, each Purchaser shall deliver or cause to be delivered to the Buyers Company an amount equal to the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated Per Unit Purchase Price multiplied by the Buyers, in the case number of each of (1) and (2), in respect of the Purchased Shares to be purchased Units indicated below such Purchaser’s name on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions signature page of this Agreement. Nothing shall prevent RiverNorth from seeking , in United States dollars and in immediately available funds, by wire transfer to compel specific performance of an account designated in writing to such Purchaser by the terms this Agreement in accordance with Section 6.4 hereofCompany for such purpose.

Closing Deliveries. (a) At the Closing, Escrow Agent shall deliver to Purchaser the following: (i) On one of more stock certificates, executed in blank or with executed stock powers attached thereto, evidencing the Shares; (ii) copies of each of the following, certified by an officer of the Company: (A) the charter and bylaws of the Company; and (B) certificates of legal existence and good standing as of a day not more than 15 days prior to the Closing Date; and (iii) the Consultant Agreement, subject fully executed by Purchaser and Seller. (b) At the Closing, Escrow Agent shall pay from the Deposit and deliver to Section 1.3(d)(ivSeller the following: (i) below $95,000 by bank check or wire transfer of immediately available funds to the bank account of Seller specified by Seller in writing to Escrow Agent prior to the Closing; and (ii) the Consultant Agreement, fully executed by Purchaser and Seller. (c) At the Closing, Escrow Agent shall pay from the Deposit and deliver to Broker Dealer Markets Inc. (“BD Markets”) a commission payment on behalf of Seller in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect amount of each Seller, $20,000 by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf the bank account of Sellers has BD Markets specified in writing at least two (2) Business Days by BD Markets in writing to Escrow Agent prior to the Closing Date (it being understood that, (1) with respect Closing. Deliverance of this commission to Holdings, the delivery of a release instruction BD Markets will be made subject to the BD Markets having previously delivered to Escrow Agent a fully executed receipt for such payment and a full release, in accordance a form reasonably acceptable Purchaser, Seller and Escrow Agent, releasing Purchaser, Seller and Escrow Agent from any further obligation by Purchaser or Seller or Escrow Agent for any additional fee or commission in connection with the terms of the Escrow Agreement shall be deemed to satisfy transactions contemplated in this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);Agreement. (iid) On the Closing Date, subject Seller shall close the existing banking accounts of the Company with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ and will cause all amounts in such banking accounts be paid to Section 1.3(d)(ivSeller. (e) belowOn the Closing Date, Sellers shall (1) deliver or cause to be delivered to Purchaser will open a new bank account for the Buyers the certificates, if anyCompany and Purchaser will deposit an amount of at least $8,500, representing the Purchased Sharessum of the minimum net capital required by FINRA for the Company to retain its status as a FINRA Broker-Dealer plus a reserve sufficient to pay the full estimated cost of the Company’s 2011 outside audit and auditor’s certification, duly which will be completed in February 2012 by the CPA firm of VB&T, LLC,. (f) On the Closing Date, Seller will deliver to Purchaser a true and validly endorsed complete schedule of any accounts receivable of the Company relating to or accompanied arising from any services performed by stock powers duly and validly executed in blank, or (2) in lieu the Company prior to the Closing Date. Purchaser will agree that the full amount of any such certificates, Sellers may arrange for an appropriate electronic transfer accounts receivable will be paid to Seller within three (including through Deposit and Withdrawal at Custodian (“DWAC”)3) business days of the Purchased Shares to one or more day on which payment of such accounts designated receivable has been received by the Buyers, in Company and cleared into the case of each of Company’s bank account. (1g) and (2), in respect of the Purchased Shares to be purchased on On or before the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) Seller will cause the Company to have paid all ordinary operating expenses, bonding insurance premiums, and sufficient membership fees to convey FINRA relating to periods up to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) Closing Date. On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of Date the Company Shares that will assume responsibility for all such expenses relating to periods after the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (ivh) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on On the Closing Date (such amountthe term of the Consultant Agreement shall commence. On the earlier of: 1. July 17, 2012 2. The date on which the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced Company notifies Employee that the Company has two or more FINRA designated Series 24 Principals qualified to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed serve as Designated Supervisory Principals in accordance with terms FINRA rules, and, provided that Seller, serving as Employee under the Consultant Agreement, has complied with this Consultant Agreement and is not in material breach of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this the P&S Agreement. Nothing shall prevent RiverNorth from seeking , Escrow Agent will, upon receipt of a certificate directing it to compel specific performance do so signed by each of Seller and Purchaser, pay the terms this Agreement Compensation Deposit by bank check or wire transfer of immediately available funds to the bank account of Seller specified by Seller in accordance with Section 6.4 hereofwriting to Escrow Agent in such certificate.

Closing Deliveries. (a) At the Closing, Parent shall: (i) On the Closing Datepay, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Sellerpaid, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior an amount equal to the Closing Date (it being understood thatCash Payment minus the Deposit to, (1) with respect to Holdingsor as directed by, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Transferors; (ii) On deliver a written direction to the Closing DateStakeholder to release the Deposit to, subject to Section 1.3(d)(iv) belowor as directed by, Sellers shall the Transferors; (1iii) deliver original stock certificates evidencing the Stock Consideration to, or as directed by, the Transferors; (iv) deliver, or cause to be delivered delivered, to the Buyers Transferors the certificatesTransaction Documents duly executed by the Acquiring Parties, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blankas applicable; and (v) deliver, or (2) in lieu of any such certificatescause to be delivered, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of to the Purchased Shares to one or more accounts designated by the BuyersTransferors a certificate, in form and substance reasonably satisfactory to the case Transferors, signed by an authorized officer of each of the Acquiring Parties certifying the matters described in Section 7.1. (1b) At the Closing, the Transferor Parties shall, jointly and severally: (2)i) deliver, or cause to be delivered, to the Acquiror the Transferred Assets, including, without limitation, copies of all books, records, files, and documents of the Transferors relating to any of the Transferred Assets or otherwise related or necessary to the commercial exploitation of the Transferred Assets or the Business, and without limiting the foregoing, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation, with all electronic media to be delivered fully functioning; provided that if the Acquiror waives the closing condition that a Required Consent be obtained for any Transferred Contract, such Transferred Contract shall not be assigned to the Acquiror at the Closing, but shall instead be assigned at such time as the Required Consent is obtained; (ii) deliver, or cause to be delivered, to the Acquiror the Transaction Documents duly executed by the Transferor Parties, as applicable; (iii) deliver, or cause to be delivered, to the Acquiror a certificate, in respect form and substance reasonably satisfactory to the Acquiring Parties, signed by an authorized officer of each of the Purchased Shares Transferor Parties certifying the matters described in Section 6.1; (iv) deliver, or cause to be purchased on delivered, to the Closing Date as Acquiror all Required Consents set forth on Schedule I attached hereto 3.9 and all Governmental Authorizations required to consummate the transactions contemplated by this Agreement; (as it may v) deliver, or cause to be amended delivered, to the Acquiror evidence of the dissolution of the Transferors in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens5.17. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (ia) On or before the Closing Date, subject Seller covenants and agrees to Section 1.3(d)(ivdeliver to the Buyers (or either of them) below the following: (i) written notice from Seller that all conditions precedent for which Seller is responsible have been satisfied; (ii) a notarized copy of the CBR License; (iii) a copy of the duly executed Transfer Notice from Seller and each of the Buyers to the Company, stating that, in accordance with the terms and conditions of this Agreement, Seller has transferred full ownership rights to the Interest to TeleRoss and to SFMT, and TeleRoss and SFMT have accepted such ownership rights, which Transfer Notice shall have been countersigned by an authorized representative of the Company; provided, however, that the Transfer Notice shall be executed by the Seller only after the occurrence of the actions set out in Section 1.2(a3.1(c); (iv) an original of the Amendments stamped with the Company's seal, as well as originals of any other documents that are necessary in accordance with the Buyers shall deliver Laws of the Russian Federation to transfer to TeleRoss and SFMT, respectively, all ownership rights in and to the Interest and to register the Amendments with all relevant Governmental Entities, including, without limitation, minutes of the general meeting of participants of the Company approving the Amendments, all dated (or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two sealed) not more than five (25) Business Days prior to the Closing Date Date; (v) an original or notarized copy of the resolution adopted by Seller, its board of directors and/or other governing body, as appropriate, evidencing the due authorization of Seller to enter into and perform all of its obligations under this Agreement, including, but not limited to, taking such actions as are required of it being understood thaton the Closing Date, and the execution, delivery and performance of all other agreements, instruments or other documents contemplated hereby; (1vi) with respect an irrevocable proxy in favor of SFMT permitting SFMT to Holdingsvote the Stock Consideration in its sole discretion, the delivery of a release instruction to the Escrow Agent extent possible under applicable Laws, and until such time as the Amendments have been registered in accordance with with, and subject to the terms of and conditions of, Section 4.2 and the Escrow Agreement shall Release has occurred, to be deemed substantially in the form of Exhibit G; (vii) a stock power for the Stock Consideration in favor of GTI as provided for in Section 2.2(c); (viii) all other instruments, agreements, certificates, opinions and documents required to satisfy this requirement with respect to the Escrow Funds deposited be delivered by Holdings and (2) the amount of any dividends that Seller or the Company has declared with a record date on or prior to the Closing DateDate pursuant to this Agreement; and (ix) an opinion of counsel to Seller, and which the Buyers are entitled to receive under the terms herein, shall, reasonably satisfactory to the extent the Buyers have not received such dividends as of Buyers. (b) On or before the Closing Date, reduce and subject to occurrence or performance of each of the aggregate amount payable by conditions precedent set forth in Section 4.1 and each of the Buyers Conditions Precedent to Sellers Buyers' Obligations set forth in Article VIII, each of the Buyers, or either of them as required, covenants and agrees to deliver to the Seller the following: (i) the Notice on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Conditions Precedent; (ii) On instructions for deposit of the Closing Date, subject to Cash Consideration into the Escrow Account (as provided in Section 1.3(d)(iv2.2(c)) below, Sellers shall (1) deliver or cause to be delivered in the form of a facsimile payment instruction issued to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange bank responsible for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by Cash Consideration, with an acknowledgement from such bank and confirmation from the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Escrow Agent; (iii) On a letter from a reputable bank selected by TeleRoss to the Modified Closing Date, (1) the Buyers shall take any effect that such action as would be required bank has agreed to assist TeleRoss in meeting its payment obligations under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.this Agreement; (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason an acknowledgment of receipt of the failure of any Closing Condition to be fulfilled as of TeleRoss Promissory Note and the Termination DateGTI Guarantee, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number issued by the quotient resulting from the Notice Amount divided by 57,628,750Escrow Agent, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject pursuant to the terms and conditions of the Escrow Agreement; (v) an acknowledgment of receipt by the Escrow Agent of the Stock Certificate and the stock power in favor of GTI (as provided in Section 2.2(c)); (vi) an acknowledgment of receipt issued by the Escrow Agent of a notice of transfer, undated and signed by each of the Buyers, in substantially the form attached hereto as Exhibit H; (vii) original or notarized copies of the resolutions adopted by each Buyer, its board of directors and/or other governing body, as appropriate, evidencing the due authorization of each Buyer to enter into and perform its obligations under this Agreement. Nothing shall prevent RiverNorth from seeking ; (viii) all other instruments, agreements, certificates, opinions and documents required to compel specific performance be delivered by either Buyer on or prior to the Closing Date pursuant to this Agreement; and (ix) an opinion of counsel to each of the terms this Agreement in accordance with Section 6.4 hereofBuyers reasonably satisfactory to the Seller.

Closing Deliveries. At the Closing, the Parties shall take the following actions: (a) Sellers shall deliver to Buyer: (i) On a receipt evidencing receipt by Sellers of payment and delivery by Buyer of the Closing Date, subject to Section 1.3(d)(ivPurchase Price; (ii) below and in accordance with Section 1.2(a), certificates representing the Buyers shall deliver or cause Acquired Company Shares to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of transferred by each Seller, duly executed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer and accompanied by all requisite stock transfer tax stamps; (iii) copies (or other evidence) of all valid approvals or authorizations of, filings or registrations with, or notifications to, all Governmental Entities required to be obtained, filed or made by Sellers in satisfaction of Section 6.1(a); (iv) a duly executed certificate of non-foreign status in the form and manner that complies with Section 1445 of the Code; (v) the officer’s certificates contemplated in Section 6.2(a); and (vi) all such additional instruments, documents and certificates provided for by this Agreement or as may be reasonably requested by Buyer in connection with the closing of the transactions contemplated by this Agreement and the Ancillary Documents. (b) Buyer shall deliver to Sellers: (i) cash in an amount equal to the Purchase Price, which shall be made by wire transfer of immediately available funds to such the account or accounts as RiverNorth Capital on behalf of designated by Sellers has specified in writing at least two (2) Business Days prior pursuant to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Section 2.6; (ii) On the Closing Datecopies (or other evidence) of all valid consents, subject to Section 1.3(d)(iv) belowapprovals or authorizations of, Sellers shall (1) deliver filings or cause registrations with, or notifications to, all Governmental Entities required to be delivered to the Buyers the certificatesobtained, if any, representing the Purchased Shares, duly and validly endorsed filed or accompanied made by stock powers duly and validly executed Buyer in blank, or (2) in lieu satisfaction of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1Section 6.1(a) and (2Section 6.1(c), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.; (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under officer’s certificate contemplated in Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.6.3(a); and (iv) Notwithstanding anything in all such additional instruments, documents and certificates provided for by this Agreement to or as may be reasonably requested by Sellers in connection with the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason closing of the failure of any Closing Condition to be fulfilled as transactions contemplated by this Agreement and the Ancillary Documents. (c) Each of the Termination DateParties shall, if on or shall cause its applicable Affiliates to, execute and deliver a counterpart of each of the day prior following agreements to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 which it or any such Affiliate is a party (which notice shall specify the amount Buyers will purchase on the Closing Date (such amountcollectively, the “Notice AmountAncillary Documents”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to ): (i) the amount derived by multiplying each such number by License Agreement; and (ii) the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Transition Services Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver or cause to be delivered to Sellers each Purchaser the cash amounts set forth following: (i) one or more stock certificates evidencing that number of Shares indicated on Schedule I A hereto under the heading “Shares”, registered in respect the name of each Sellersuch Purchaser; (ii) a Warrant, by wire transfer registered in the name of immediately available funds such Purchaser, pursuant to which such accounts as RiverNorth Capital Purchaser shall have the right to acquire that number of shares of Common Stock indicated on behalf of Sellers has specified in writing at least two Schedule A hereto under the heading “Warrant Shares”; (2iii) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends evidence that the Company Certificate of Designations has declared with a record date been filed and become effective on or prior to the Closing DateDate with the Secretary of State of Nevada, in form and which the Buyers are entitled substance mutually agreed to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)parties; (iiiv) On the Closing Datelegal opinion of Company Counsel, subject in the form of Exhibit E, executed by such counsel and delivered to Section 1.3(d)(ivthe Purchasers; (v) belowthe Registration Rights Agreement duly executed by the Company; (vi) duly executed Transfer Agent Instructions delivered to the Company’s transfer agent; and (vii) any other documents reasonably requested by a Purchaser or counsel to any Purchaser in connection with the Closing. (b) At the Closing, Sellers each Purchaser shall (1) deliver or cause to be delivered to the Buyers Company the certificatesfollowing: (i) the purchase price set forth opposite such Purchaser’s name on Schedule A hereto under the heading “Purchase Price”, if anyin United States dollars and in immediately available funds, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed wire transfer to an account designated in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated writing by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to Company for such Purchased Shares, free and clear of any and all Liens.purpose; and (iii) On the Modified Closing Date, (1ii) the Buyers shall take any Registration Rights Agreement duly executed by such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing DatePurchaser. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On At the Closing, the Company will deliver to Purchaser: (1) evidence in a form reasonably acceptable to Purchaser of book-entry notation in the name of Purchaser of an aggregate amount of shares of Voting Common Stock and Non-Voting Common Equivalent Stock, free and clear of all Liens (other than transfer restrictions imposed under this Agreement, the Articles Supplementary (as applicable) or applicable securities Laws), equal to (x) the Investment Amount (as defined below), divided by (y) the Per Share Issue Price (as defined below), rounded down to the nearest whole share (such number of shares, the “Total Shares Issued”), as follows: (A) a number of shares of Voting Common Stock (rounded to the nearest whole share) equal to (I) the Company’s good faith estimate (which estimate the Company shall provide to Purchaser not later than two (2) business days prior to the expected Closing Date) of the total number of shares of Voting Common Stock that will be issued and outstanding immediately following consummation of the Mergers, the Company Share Issuance and the issuance of shares of Voting Common Stock issued pursuant to any Other Investment Agreement, multiplied by (II) 9.9% (such number of shares, the “Voting Shares Issued”) minus the number of shares of Voting Common Stock owned by Purchaser as of the Closing Date (as notified by Purchaser to the Company two (2) days prior to the Closing Date), subject and (B) to Section 1.3(d)(ivthe extent that the Total Shares Issued exceeds the Voting Shares Issued, a number of shares of Non-Voting Common Equivalent Stock that is equal to the Total Shares Issued minus the Voting Shares Issued; (2) below the Warrant to purchase a number of duly authorized, validly issued and non-assessable shares of Non-Voting Common Equivalent Stock in an amount equal to (x) the Total Shares Issued, multiplied by (y) 60% (as such number may be adjusted in accordance with Section 1.2(athe terms of the Warrant), duly executed by the Buyers Company, free and clear of all Liens (other than transfer restrictions imposed under this Agreement, the Warrant or applicable securities Laws); (3) evidence, reasonably satisfactory to Purchaser, that the Articles Supplementary (A) has been filed with and accepted by the Maryland Department of State and (B) is in full force and effect as of the Closing; (4) each of the certificates referenced in Sections 1.2(b)(ii)(4) and 1.2(b)(ii)(5); (5) a counterpart signature page, duly executed by the Company, to the Registration Rights Agreement; and (6) customary written legal opinions of outside counsel to the Company as to (x) the due authorization, valid issuance and non-assessability of the Securities and (y) the exemption from registration of the Securities, in each case, in connection with the Company Share Issuance. (ii) If, prior to the Closing, the outstanding shares of Voting Common Stock shall deliver have been changed into a different number or cause kind of shares or securities, in any such case as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other like changes in the Company’s capitalization, or there shall be any extraordinary dividend or distribution denominated in shares of Voting Common Stock, an appropriate and proportionate adjustment shall be made to the (A) number of shares of Voting Common Stock to be delivered pursuant to Sellers Section 1.2(c)(i)(1)(A), (B) number of shares of Non-Voting Common Equivalent Stock to be delivered pursuant to Section 1.2(c)(i)(1)(B) and (C) Warrant to be delivered pursuant to Section 1.2(c)(i)(2), in each case, to give Purchaser the cash amounts set forth on Schedule I hereto in respect of each Sellersame economic effect as contemplated by this Agreement prior to such event. (iii) At the Closing, Purchaser will deliver to the Company: (1) for the Total Shares Issued, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified an account designated by the Company in writing at least two five (25) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or business days prior to the Closing Date, and which a per share purchase price of $12.30 (the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWACPer Share Issue Price”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 325,000,000 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Investment Amount”); (2) the certificate referenced in Section 1.2(b)(iii)(3); and (3) a counterpart signature page, for purposes of this Section 1.3duly executed by ▇▇▇▇▇▇▇▇▇, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Registration Rights Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On At the Closing DateClosing, subject the parties hereto shall deliver or shall cause to Section 1.3(d)(iv) below and be delivered such items as are required to be delivered by them in accordance with Section 1.2(a)the terms of this Agreement, including the Buyers following: (a) Buyer shall deliver or cause to be delivered to Sellers each Selling Shareholder: (i) the cash amounts set forth on Schedule I hereto First Installment of the Cash Consideration, in respect of each Seller, an amount determined in accordance with Section 2.1(a) in immediately available funds by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days an account designated prior to the Closing Date in writing by the Selling Shareholders for such purpose; (it being understood that, (1ii) with respect to Holdings, the delivery of a release instruction to the Escrow Agent Share Consideration as determined in accordance with the terms Section 2.1(b), including true copies of the Escrow Agreement shall be deemed to satisfy this requirement with respect register of members of Buyer evidencing the transfer to the Escrow Funds deposited by Holdings Selling Shareholders and registration in the name of the Selling Shareholders in respect of the Share Consideration; and (2iii) the amount of any dividends that the Company has declared with a record date on all other documents, instruments and writings required to have been delivered at or prior to the Closing Date, and which the Buyers are entitled Date by Buyer pursuant to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);this Agreement. (iib) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers Each Selling Shareholder shall (1) deliver or cause to be delivered to Buyer: (i) updated share registries or share certificates (or local legal equivalent) evidencing the Buyers Offered Shares it owns, duly endorsed in blank, or accompanied by share transfer forms duly executed in blank and with any required stock transfer tax stamps affixed (the certificatescost of which stamps, if any, representing shall be borne by the Purchased SharesSelling Shareholders) and all necessary documents, duly and validly endorsed or accompanied by stock powers duly and validly executed where so required (collectively, the "Company Share Documents"), to enable title in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Offered Shares to one pass fully and effectively into the name of Buyer; (ii) all other documents, instruments and writings required to have been delivered at or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares prior to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient by such Selling Shareholder pursuant to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.this Agreement; and (iiic) On the Modified Closing Date, The Company shall deliver or cause to be delivered to Buyer: (1) the Buyers shall take any such action as would be required under Section 1.3(d)(ii) in respect of each Group Company, the certificates of incorporation, common seal (if it exists), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the relevant jurisdiction as are kept by the relevant Group Company Shares that or are required by the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect Law of the jurisdiction where such Group Company Shares that Sellers are obligated is incorporated to sell on the Modified Closing Date.be kept by such Group Company; and (ivii) Notwithstanding anything in this Agreement all other documents, instruments and writings required to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day have been delivered at or prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers Company pursuant to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On At the Exchange Closing Dateor any Exchange Subsequent Closing, subject as the case may be, Holdings shall deliver to Section 1.3(d)(ivPurchaser (A) below and certificates evidencing such number of shares of Common Stock (as calculated in accordance with Section 1.2(a2(d) above) (the "Exchange Shares"), pursuant to the Buyers Exchange Notice to which the Exchange Closing or such Exchange Subsequent Closing relates, in definitive form and registered in the name of Purchaser and/or such assigns permitted pursuant to the Note and in such denominations as Purchaser shall deliver reasonably request, (B) proof of the payment prior to such Closing Date of applicable documentary stamp taxes and any other fees or costs imposed on the issuance of the Exchange Shares by any Governmental Agency having jurisdiction over such issuance, and (C) one or more of the Notes BSRDs, covering such amounts as necessary to cause to the registration of the Exchange Shares with the BSP and any other document, certificate or report that may be delivered to Sellers required by the cash amounts set forth on Schedule I hereto BSP in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);registration. (ii) On At the Exchange Closing Dateor any Exchange Subsequent Closing, subject as the case may be, the Company shall deliver to Section 1.3(d)(ivPurchaser (A) below, Sellers shall an amount in cash equal to any accrued and unpaid interest (1) deliver or cause to be delivered other than accrued and unpaid interest added to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) Invested Principal Amount pursuant Section 2.01 of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1Notes) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey Notes exchanged into Common Stock pursuant to the Buyers goodExchange Notice delivered to Holdings under Section 2(d) above and (B) a new Note representing the Current Invested Principal Amount, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liensif any. (iii) On At the Modified Exchange Closing Dateor any Exchange Subsequent Closing, (1) as the Buyers case may be, Purchaser shall take any deliver to Holdings such action as would be required under Section 1.3(d)(i) in respect number of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement Notes owned by Purchaser with an aggregate principal amount equal to the contraryConversion Principal Amount as set forth in the Exchange Notice to which the Exchange Closing or such Exchange Subsequent Closing relates, unless the Buyers would not be obligated together with an instrument of transfer reasonably satisfactory to purchase the Purchased Shares Holdings duly executed by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (Purchaser. Upon such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750delivery, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to Section 2(d)(ii) above, Holdings shall receive the terms relevant Notes and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking all the rights pertaining to compel specific performance of a holder thereof other than the terms this Agreement in accordance with Section 6.4 hereofExchange Rights.

Closing Deliveries. (i) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver (or cause to be delivered delivered) to Sellers the cash amounts Investor, in addition to all other closing deliveries set forth on Schedule I hereto in respect of each SellerSection 5 and Section 6, by wire transfer of immediately available funds pursuant to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two Section 2.1: (2i) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms copy of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount Register of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as Members of the Closing DateCompany, reduce the aggregate amount payable duly certified by the Buyers registered agent of the Company, updated to Sellers on reflect the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company subscription of the applicable Subscription Shares not actually purchased by Buyers)the Investor; (ii) On a copy of duly executed share certificate issued in the Closing Datename of the Investor representing the applicable Subscription Shares being issued to the Investor at the Closing, subject to Section 1.3(d)(ivwith the original (duly executed for and on behalf of the Company) below, Sellers shall (1) deliver or cause to be delivered to the Buyers Investor within ten (10) Business Days after the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Closing; (iii) On a copy of the Modified Closing Date, (1) Memorandum and Articles duly adopted by the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect Board and shareholders of the Company Shares that in the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action form attached hereto as would be required under Section 1.3(d)(ii) in respect Exhibit A, with evidence of the Company Shares that Sellers are obligated filing of such adopted Memorandum and Articles with the Registrar of Companies in the Cayman Islands to sell on be delivered to the Modified Closing Date.Investor within twenty (20) Business Days after the Closing; (iv) Notwithstanding anything a copy of the Investors’ Rights Agreement duly executed by the Group Company Parties, the Founder Parties, the Angel Investor Parties, the Series A Investors and the Current Series B Investors in this Agreement the form attached hereto as Exhibit C; (v) documents evidencing that each of the Founder Parties, Angel Investor Parties, Series A Investors and Current Series B Investors has waived or has been deemed to waive its pre-emption right with respect to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares Subscription Shares; and (vi) a certificate duly executed by reason one director of the failure of any Closing Condition to be Company (a) stating that the conditions specified in Section 5 have been fulfilled as of the Termination DateClosing and (b) attaching thereto copies of all resolutions that shall approve the transactions contemplated under the Transaction Documents, if on including without limitation, (i) the day prior to entry into this Agreement, (ii) the Closing Date, Buyers provide written notice to RiverNorth that they will, on adoption of the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify Memorandum and Articles in the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I form attached hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750as Exhibit A, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For (iii) the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation adoption of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Investors’ Rights Agreement in accordance with Section 6.4 hereof.the form attached hereto as Exhibit C.

Closing Deliveries. At the Closing: (a) Accord and ▇▇▇▇ ▇▇▇▇▇▇ as applicable will deliver to Buyer: (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior a special warranty deed conveying good marketable fee simple title to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, Property free and clear of any and all Liens.deeds of trust, mortgages or other liens or indebtedness, encumbrances, conditions, easements, rights of way, assessments and restrictions except Permitted Encumbrances (as hereinafter defined). Accord shall pay any prepayment fee due its lender at settlement; (ii) a ▇▇▇▇ of sale conveying to Buyer the Personal Property and Inventory free and clear of all liens, claims and encumbrances; (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect an assignment of each Operating Agreement and assignments by each of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated Restaurant Lease to sell on Buyer in form and substance satisfactory to Buyer and its legal counsel and executed by Accord and ▇▇▇▇ ▇▇▇▇▇▇ as the Modified Closing Date.case may be; (iv) Notwithstanding anything such other assignments, certificates of title, transfer tax declarations or certificates, releases by governmental bodies from holdback requirements under any law relating to taxes, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in this Agreement form and substance satisfactory to Buyer and its legal counsel and executed by Accord, ▇▇▇▇ ▇▇▇▇▇▇ and the contrarySellers, unless as the Buyers would not be obligated to purchase the Purchased Shares by reason case may be; (v) [Intentionally Omitted]; and (vi) evidence of the failure of any Closing Condition transfer to be fulfilled as Buyer of the Termination Datelicense to serve alcoholic beverages at the Hotel and Restaurant; provided that in the event such transfer has not been approved by the governmental authority, if on Seller agrees to enter into a lease agreement or customary terms and conditions to enable Buyer or its designee to effect continuous uninterrupted alcoholic beverage service at the day prior Hotel and Restaurant until said license transfer is issued and effective. (b) Buyer will deliver to Seller: (i) the Purchase Price by wire transfer to an account specified by the Seller in a writing delivered to Buyer at least three business days before the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. At the Closing, including any Closing contemplated by Section 5.04 of this Agreement, the Company and TAS shall make the following deliveries: (i) On The Company shall deliver to TAS a certificate of the Closing DateChief Executive Officer or Chief Operating Officer and the Chief Financial Officer of the Company, subject to certifying that: (A) the representations and warranties of the Company set forth in this Agreement, disregarding all materiality and Company Material Adverse Effect qualifiers (except as set forth in Section 1.3(d)(iv) below and in accordance with Section 1.2(a2.07(b)), are true and correct, in each case as of the Buyers shall deliver date of this Agreement and at and as of the Effective Time, as though made on and as of such date (unless any such representation or cause warranty is made only as of a specific date, in which event as of such specified date), except for failures to be delivered true and correct which would not, individually or in the aggregate, have a Company Material Adverse Effect and which result, or would reasonably be expected to Sellers result, in costs or losses to the Company, together with any costs or losses to the Company referenced in Subsection (B) next following, aggregating in excess of $5 million, in each case determined on the basis of cash amounts set forth on Schedule I hereto out-of-pocket costs to the Company and its Subsidiaries; (B) the Company has performed in respect all material respects each of the obligations, and complied in all material respects with each Sellerof the agreements and covenants, by wire transfer of immediately available funds required to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing be performed by, or complied with by, it under this Agreement at least two (2) Business Days or prior to the Closing Date (it being understood thatClosing, (1) with respect to Holdingsprovided that each of such obligations, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement agreements and covenants shall be deemed to satisfy this requirement with respect have been performed in all material respects so long as the costs or losses to the Escrow Funds deposited by Holdings and (2) the amount Company arising from any breach of any dividends that thereof, or which would reasonably be expected to result in costs or losses to the Company, together with costs or losses to the Company has declared with a record date referenced in Subsection (A) above, do not in the aggregate exceed $5 million, in each case determined on or prior the basis of cash out-of-pocket costs to the Company and its Subsidiaries; and (C) There has not occurred a Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);Material Adverse Effect. (ii) On the Closing Date, subject The Company shall deliver to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly TAS an executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) original copy of the Purchased Shares to one or more accounts designated by the Buyers, fairness opinion from H▇▇▇▇▇▇▇ L▇▇▇▇ ▇▇▇▇▇▇ & Z▇▇▇▇ as described in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens2.18 that has not been withdrawn. (iii) On the Modified Closing Date, (1) the Buyers The Company shall take any such action as would be required under Section 1.3(d)(i) in respect deliver to TAS an executed original copy of the Company Shares that opinion of Akerman & Senterfitt LLP, counsel to the Buyers are obligated Company, as to purchase on the Modified Closing Date matters addressed in Sections 2.01(a) and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)c), for purposes of this Section 1.32.03, each amount on Schedule I hereto shall be reduced 2.04 and 2.05, in form and substance reasonably acceptable to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, TAS and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofits counsel.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers following will occur: (a) Each Investor will deliver to the Company the Registration Rights Agreement, duly executed by such Investor. (b) The Company will cause to be issued and delivered to each Investor: (1) the Registration Rights Agreement, duly executed by the Company and all parties thereto; (2) the Escrow Agreement, duly executed by all parties thereto; and (3) the legal opinions of counsel to the Company and the Selling Stockholders, each in agreed form, addressed to the Investors. (c) Each Investor shall deliver or cause to be delivered (for further redistribution to Sellers the cash amounts set forth on Schedule I hereto Selling Stockholders to reflect the particular Selling Stockholder Shares and Warrants being hereby offered and sold consistent with Section 2.1(a)) to the Escrow Agent, its Investment Amount, in respect of each SellerUnited States dollars and in immediately available funds, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified an account designated in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to by the Escrow Agent for such purpose. (d) Upon joint written instructions from the Company and the placement agent set forth in accordance with the terms of Schedule 3.3(f), the Escrow Agreement shall be deemed Agent will disburse the Investment Amount funded into Escrow by the Investors pursuant to satisfy this requirement with respect Section 2.2(c) to the Escrow Funds deposited by Holdings and (2) pay off the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable Liens contemplated by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by BuyersSection 5.2(e);. (iie) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or The Company will cause to be issued and delivered to each Investor a certificate, registered in the Buyers the certificates, if anyname of such Investor, representing that number of shares of Common Stock to be issued and sold at Closing to such Investor, determined under Section 2.1(a), registered in the Purchased Sharesname of such Investor. (f) Upon joint written instructions from the Company and the placement agent set forth in Schedule 3.3(f), duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) the Escrow Agent will disburse the balance of the Purchased Shares to one or more accounts designated Investment Amounts funded into Escrow by the Buyers, in the case of each of (1Investors pursuant to Section 2.2(c) and (2), in respect of the Purchased Shares not used to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended fund payments in accordance with Section 1.12.2(d) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.as follows: (iii) On the Modified Closing Date, (1) the Buyers shall take to pay any such action as would be required under Section 1.3(d)(ifees and amounts listed on Schedule 3.3(f) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and not already paid above, and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of to pay the Company Selling Stockholders for the Selling Stockholder Shares that Sellers are obligated to sell on the Modified Closing Dateand Warrants. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On Unless waived in writing by Pubco, CBA shall have delivered, at or before the Closing DateClosing, subject to Section 1.3(d)(iv) below Pubco and in accordance with Section 1.2(a)Parent, the Buyers following documents, each of which shall deliver or cause be in full force and effect at Closing: (1) the certificate of merger for the Second Merger, duly executed by Second Merger Sub and CBA; (2) evidence in a form reasonably satisfactory to be delivered to Sellers Pubco that the cash amounts consents, approvals, waivers and notices set forth on Schedule I hereto 8.2(d) shall have been obtained or given, as applicable; (3) a certificate of an authorized officer of CBA certifying that (i) attached thereto are true and complete copies of all resolutions adopted by the Manager of CBA authorizing the execution, delivery and performance of this Agreement and the other transaction documents to which CBA is a party and the consummation of the transactions contemplated hereby and thereby, and (ii) all such resolutions are in respect full force and effect and are all the resolutions adopted by the Manager in connection with the transactions contemplated hereby; (4) a certificate of each Selleran authorized officer of CBA certifying that the conditions set forth in Section 8.2(a), by wire transfer Section 8.2(b) and Section 8.2(c) have been satisfied; (5) the Certificate of immediately available funds to such accounts as RiverNorth Capital on behalf Formation of Sellers has specified in writing at least two CBA, certified within ten (210) Business Days prior to Closing by the Closing Date secretary of state of the state of Delaware and a good standing certificate from the secretary of state of the state of Delaware, dated within ten (it being understood that, 10) Business Days of Closing; (16) with respect to Holdings, the delivery of a release instruction notice to the Escrow Agent Internal Revenue Service, in accordance with the terms requirements of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing DateTreasury Regulations Section 1.1445-11T(d)(2)(i), and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends dated as of the Closing DateDate and executed by CBA, reduce together with written authorization for Parent to deliver such notice to the aggregate amount payable Internal Revenue Service on behalf of CBA after the Closing, and a certification that the CBA Equity Interests are not “United States real property interests” as defined in Section 897(c) of the Code prepared in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code (in a form reasonably acceptable to Pubco), in each case, validly executed by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)a duly authorized officer of CBA; (ii7) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased SharesCohanzick Services Agreement, duly executed by CBA Member and validly endorsed or accompanied CBA; (8) the Stockholder Agreement, duly executed by stock powers CBA Member; (9) the Voting Agreement, duly executed by Parent and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as shareholders set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.; and (iii) On the Modified Closing Date, (110) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing DateRegistration Rights Agreement, duly executed by CBA Member. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (a) Except as otherwise indicated below, at the Closing, Seller shall deliver the following to Purchaser: (i) On each of the Ancillary Agreements to which Seller is a party, validly executed by a duly authorized officer of Seller. (ii) a certificate, executed by an officer of Seller and dated the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital confirming on behalf of Sellers has specified Seller that the conditions set forth in writing at least two Sections 7.2.1, 7.2.2 and 7.2.3 have been satisfied; (2iii) Business Days prior to copies of all Seller Third Party Consents; (iv) copies of all Seller FDA Letters; (v) the Closing Date Purchased Contracts; (it being understood thatvi) all other Purchased Assets; provided, that (1A) with respect to Holdingstangible Purchased Assets, delivery shall, unless the delivery of a release instruction to the Escrow Agent Parties otherwise mutually agree, be in accordance with the terms Transition Services Agreement and to a place within the continental United States specified by Purchaser by notice to Seller at a time prior to or after the Closing as the Parties mutually agree; and (B) Seller may retain one copy of the Escrow Agreement Product Records included within the Purchased Assets and the Purchased Contracts (and, for clarity, prior to delivering or making available any files, documents, instruments, papers, books and records containing Product Records to Purchaser, Seller shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms hereinredact from such files, shalldocuments, instruments, papers, books and records any information to the extent that it does not relate to the Buyers have not received such dividends Product Business); and (vii) a non-foreign affidavit of Seller dated as of the Closing Date, reduce sworn under penalty of perjury and in the aggregate amount payable form and substance required under Treasury Regulations issued pursuant to Section 1445 of the Code certifying that Seller is not a “foreign person” as defined in Section 1445 of the Code. (b) At the Closing, Purchaser shall deliver the following to Seller: (i) each of the Ancillary Agreements to which Purchaser is a party, validly executed by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)a duly authorized officer of Purchaser; (ii) On the Stock Consideration; (iii) a certificate, executed by an officer of Purchaser and dated the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to confirming on behalf of Purchaser that the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as conditions set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) Sections 7.3.1 and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.7.3.2 have been satisfied; (iv) Notwithstanding anything an agent for services of process letter from Purchaser, in form and substance reasonably requested by Seller covering this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amountAgreement, the “Notice Amount”))Promissory Note, for purposes the Security Agreement, the Guaranty and the Ancillary Agreements; and (v) copies of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofall Purchaser FDA Letters.

Closing Deliveries. (ia) On At or prior to the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Sabes Parties shall deliver or cause to be delivered delivered, in form and substance reasonably acceptable to Sellers the cash amounts set forth on Schedule I hereto in respect Company and the Partnership: (i) evidence that the Investors and the Sabes Trust contributed the GWG Shares to Sabes AV, free and clear of each Seller, by wire transfer of all liens (other than the Amended Indenture Pledge Agreement) such that immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood thatClosing, (1) with respect to Holdings, Sabes AV shall be the delivery of a release instruction to the Escrow Agent in accordance with the terms sole beneficial owner of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)GWG Shares; (ii) On to the Partnership, a certificate or certificates, if any exist, representing 2,500,000 of the GWG Shares, duly endorsed in blank or accompanied by appropriate instruments of transfer duly endorsed in blank, or, if no such certificate or certificates exist, appropriate instruments of transfer duly endorsed in blank, in proper form to transfer ownership of such GWG Shares to the Partnership on the books and records of GWG, in each case free and clear of all Liens (other than the Amended Indenture Pledge Agreement); (iii) to the Company, a certificate or certificates, if any exist, representing 1,452,155 of the GWG Shares, duly endorsed in blank or accompanied by appropriate instruments of transfer duly endorsed in blank, or, if no such certificate or certificates exist, appropriate instruments of transfer duly endorsed in blank, in proper form to transfer ownership of such GWG Shares to the Partnership on the books and records of GWG, in each case free and clear of all Liens (other than the Amended Indenture Pledge Agreement); (iv) to each of the Company and the Partnership, a certificate of each of the Sabes Parties, dated the Closing Date, subject that each of the conditions set forth in Sections 7.2(a), (b), (e) and (g) have been satisfied; (v) to each of the Company and the Partnership, evidence of the resignations (which resignations will include a full waiver and forfeit of any severance that may be payable by GWG or any of its subsidiaries in connection with such resignations or the transactions contemplated by this Agreement) of each of ▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. Sabes from any officer position held by such Person with GWG or any of its subsidiaries, except, in the case of (A) ▇▇▇ ▇. ▇▇▇▇▇, as Chief Executive Officer of InsurTech Holdings, LLC and its direct subsidiaries and (B) ▇▇▇▇▇▇ ▇. Sabes, as Chief Operating Officer of Life Epigenetics, Inc.; (vi) to the Partnership and the Company, a statement by Sabes AV certifying as to the non-foreign status of Sabes AV that complies with Section 1.3(d)(iv1445 of the U.S. Internal Revenue Code; (vii) belowto the Company, Sellers the A&R Company LLC Agreement, duly executed by Sabes AV; and (viii) evidence that the Stock Options have been forfeited without exercise. (b) At or prior to the Closing, the Company shall (1) deliver or cause to be delivered delivered, in form and substance reasonably acceptable to the Buyers Sabes Parties: (i) evidence that the certificates, if any, representing applicable Company Interests have been issued to Sabes AV on the Purchased Sharesbooks and records of the Company; (ii) the A&R Company LLC Agreement, duly and validly endorsed or accompanied executed by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) the existing members of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Company; and (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect a certificate of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contraryCompany, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to dated the Closing Date, Buyers provide written notice that, as to RiverNorth that they willthe Company, on each of the conditions set forth in Section 7.3(a) and (b) have been satisfied. (c) At or prior to the Closing, the Partnership shall deliver or cause to be delivered, in form and substance reasonably acceptable to the Sabes Parties, a certificate of the Partnership, dated the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify that, as to the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3Partnership, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms conditions set forth in Section 7.3(a) and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof(b) have been satisfied.

Closing Deliveries. Subject to the terms and conditions set forth in this Agreement, at or prior to the Closing: (ia) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers Seller shall deliver or cause to be delivered delivered: (i) to Sellers Purchaser, a stock certificate or certificates evidencing the cash amounts Acquired Interests, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (ii) to Purchaser, counterparts to the bill of sale, assignment and assumption agreement (the “Bill of Sale”) and other appropriate conveyance instruments, if any, in each case, duly executed by Seller or its relevant Subsidiary, in form and substance reasonably agreed by Purchaser and Seller, transferring to Purchaser (or its Affiliate) the Transferred Liabilities (to the extent transferrable at Closing); (iii) to Purchaser, an IRS Form W-9, duly executed by ChampionX LLC, the Company’s regarded owner for U.S. federal income tax purposes; provided, however, that, in the event that Seller fails to deliver such form, the sole recourse of Purchaser shall be to withhold on payments of Closing Cash Proceeds as required by Law to the extent that Seller does not deliver an acceptable alternative certification exempting the Closing Cash Proceeds from withholding; (iv) to Purchaser, letters of resignation, or other evidence of the removal, of those directors and officers (or equivalent) of the Company, as specified in writing by Purchaser, not less than ten (10) Business Days prior to the Closing, with such resignations to be conditional upon, and effective as of the Closing; (v) to Purchaser, counterparts to a transition services agreement duly executed by the Company and Seller (or its applicable Affiliate), substantially in the form attached hereto as Exhibit B (the “Transition Services Agreement”), pursuant to which, following the Closing, the Seller or its applicable Affiliates (other than the Company) shall provide certain services to the Company, on a transitional basis, subject to the terms and conditions set forth on Schedule I hereto in respect of each Sellertherein; (vi) to Purchaser, duly executed Release Documentation; and (vii) to Purchaser, a duly executed certificate pursuant to Section 7.02(d). (b) Purchaser shall deliver or cause to be delivered: (i) to Seller (or its designee), by wire transfer of immediately available funds to the account(s) designated by Seller (such accounts as RiverNorth Capital on behalf of Sellers has specified account(s) having been designated by Seller to Purchaser in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to HoldingsDate), the delivery Estimated Closing Cash Proceeds; (ii) to each Person who is owed a portion thereof, by wire transfer of a release instruction immediately available funds, all Transaction Expenses (other than Transaction Expenses that are compensatory payments, if any, to the Escrow Agent current or former Business Employees), in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited wire instructions provided by Holdings and Seller at least two (2) the amount of any dividends that the Company has declared with a record date on or Business Days prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (iiiii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificatesCompany, by wire transfer of immediately available funds, an aggregate amount equal to all Transaction Expenses that are compensatory payments, if any, representing to current or former Business Employees, in each case, for distribution by the Purchased Shares, duly and validly endorsed Company to such employees or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including other service providers through Deposit and Withdrawal at Custodian (“DWAC”)) the payroll processing system of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Company; (iv) Notwithstanding anything in this Agreement to Seller, counterparts to the contraryTransition Services Agreement duly executed by ▇▇▇▇▇▇▇▇▇; (v) to Seller, unless the Buyers would not be obligated a duly executed certificate pursuant to purchase the Purchased Shares by reason Section 7.03(c); and (vi) to Seller, a copy of the failure of any Closing Condition to be fulfilled as of the Termination Date, R&W Insurance Policy if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for Purchaser obtains an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofR&W Insurance Policy.

Closing Deliveries. (a) The purchase and sale of the Acquisition Shares (the “Closing”) shall take place at the offices of the Seller in Delray Beach, Florida, as soon as practicable, but no later than January 11, 2012, or at such other time and place as the Buyer and the Seller mutually agree upon, orally or in writing. (b) As consideration for the Acquisition Shares, at Closing, the Buyer shall deliver to the Seller a promissory note in the principal amount of Two Hundred Thousand Dollars ($200,000), executed by the Buyer, which note shall be the form attached as Exhibit A hereto (the "Note") and shall be secured by a first priority lien on the assets of the Company, as evidenced by a Security Agreement between Buyer and the Seller in the form attached as Exhibit B hereto ("Security Agreement"). (c) The Buyer will issue 4.0 million new shares of the Buyer’s common stock to the Seller. Following the issuance, the total number of shares issued and outstanding of the Buyer will be 33.15 million. (d) At Closing, the Buyer shall assume all the obligations of the Company under the PositiveID Animal Health Corporation 2010 Flexible Stock Plan (the “Company Stock Plan”), each outstanding option to purchase shares of the Company common stock under such plan (a “Company Stock Option”) which are set forth in Exhibit C hereto and the agreements evidencing the grants thereof. As soon as practicable after Closing, the Buyer shall deliver to the holders of Company Stock Options appropriate notice setting forth such holders’ right pursuant to the Company Stock Plan, and the agreements evidencing the grants of such Company Stock Options shall continue in effect on the same terms and conditions. (e) The Buyer shall deliver to the Seller such other documents and instruments, in form and substance reasonably satisfactory to the Seller and its counsel, as shall be necessary or desirable in order to consummate the transactions contemplated hereby, each dated the date hereof. (f) At the Closing, the Seller shall deliver to the Buyer: (i) On certificates representing the Closing DateAcquisition Shares, subject to Section 1.3(d)(iv) below together with stock powers, duly endorsed in blank in proper form for transfer; and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Datesuch other documents and instruments, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered in form and substance reasonably satisfactory to the Buyers Buyer and its counsel, as shall be necessary or desirable in order to consummate the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3transactions contemplated hereby, each amount on Schedule I hereto shall be reduced to dated the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 date hereof.

Closing Deliveries. At the Closing: (ia) On the Closing DateSellers shall deliver, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shalldelivered, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);Parent or its designees: (iii) On certificates evidencing the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificatescertificated Blocker Shares, if any, representing the Purchased Sharessuch Blocker Shares are certificated, duly and validly endorsed in blank or accompanied by stock powers duly and validly executed in blankby each Blocker Seller, or (2) instruments of assignment duly executed by each Blocker Seller, in lieu of any such certificates, Sellers may arrange for an appropriate electronic form and substance reasonably acceptable to Parent effecting the transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased uncertificated Blocker Shares to one or more accounts designated Parent held by such Blocker Seller immediately prior to the BuyersClosing; (ii) evidence, in form and substance reasonably acceptable to Parent, that the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.ECP Equity Transfers have been consummated; (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect a certification of the Company Shares pursuant to Treasury Regulation Section 1.1445-11T(d)(2), a certification of Blocker II pursuant to Treasury Regulation Section 1.1445-2(c)(3) and either a certification of Blocker I pursuant to Treasury Regulation Section 1.1445-2(c)(3) or certifications of each of the Blocker I Sellers pursuant to Treasury Regulation Section 1.1445-2(b)(2); provided, that Parent’s and Merger Sub’s sole right in the Buyers are obligated event the Sellers fail to purchase on the Modified Closing Date and (2) Sellers shall take cause any such action as would certificate(s) to be delivered pursuant to this clause (ii) shall be to make an appropriate withholding to the extent required under by Section 1.3(d)(ii) in respect 1445 of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Code; (iv) Notwithstanding anything in this Agreement to the contraryEscrow Agreement, unless the Buyers would not be obligated to purchase the Purchased Shares duly executed by reason each of the failure Sellers and the Company; (v) certificates of any Closing Condition to be fulfilled good standing of the Sellers and each Acquired Company, or equivalent certificates, each issued as of the Termination Date, if on the day most recent practicable date available prior to the Closing DateDate by the Secretary of State (or equivalent Governmental Entity) of each such entity’s jurisdiction of organization; and (vi) such other agreements, Buyers provide written notice documents, instruments and writings as are required to RiverNorth that they will, on be delivered by the Sellers at or prior to the Closing Datepursuant to Section 7.02 or as are otherwise reasonably required in connection with this Agreement. (b) Parent shall make the payments required to be made by it pursuant to Section 2.03(h) and deliver, purchase Company Shares from or cause to be delivered, to the Sellers for an aggregate purchase price of (i) the Escrow Agreement, duly executed by Parent and (ii) such other agreements, documents, instruments and writings as are required to be delivered by Parent at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on or prior to the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject pursuant to the terms and conditions of Section 7.03 or as are otherwise reasonably required in connection with this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. At the Closing: (a) Seller will deliver to Buyer (i) On counterparts of each Ancillary Agreement to which it or one of its Affiliates is a party, duly executed by Seller or the applicable Affiliate, including the ▇▇▇▇ of Sale for the Purchased Assets, a Special Warranty Deed for each parcel of Owned Real Property, and such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as the parties and their respective counsel shall deem reasonably necessary for the assumption of Assumed Liabilities and vesting in Buyer all of Seller’s right, title and interest in, to and under the Purchased Assets, in accordance with this Agreement, (ii) a receipt for the Purchase Price, (iii) at Seller’s sole cost and expense, the Title Policies; (iv) counterparts of all applicable state forms with respect to Transfer Taxes duly executed by Seller or the applicable Affiliate; (v) copies of all consents, approvals, waivers and notices obtained from Governmental Entities and third parties, prior to the Closing Date, subject including customers and suppliers, in connection with the transactions contemplated hereby and (vi) California Form 593-C duly executed by Seller’s applicable Affiliate and showing a full exemption from real estate withholding. (b) Buyer will deliver to Section 1.3(d)(ivSeller (i) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect counterparts of each SellerAncillary Agreement to which it is a party, duly executed by Buyer, (ii) the Closing Payment (less deductions, if any, and withholdings required by applicable Law), by wire transfer of immediately available funds to such the account or accounts as RiverNorth Capital on behalf of Sellers has specified designated in writing at least by Seller to Buyer not later than two (2) Business Days prior to the Closing Date (it being understood thatDate, (1iii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as the parties and their respective counsel shall deem reasonably necessary for the assumption of Assumed Liabilities, and (iv) counterparts of all applicable state forms with respect to Holdings, Transfer Taxes duly executed by Buyer or the delivery of a release instruction applicable Affiliate; and (c) Each party will deliver to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings other such certificates and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause other documents required to be delivered to the Buyers the certificatesby it at Closing under Articles VI or VII, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liensapplicable. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver or cause to be delivered to Sellers each Purchaser, and the cash amounts obligations of the Purchasers to close the purchase and sale of the Securities shall be subject to the fulfillment or satisfaction of, the following: (i) a certificate evidencing the number of Shares and the number of Warrants to purchase Warrant Shares as set forth opposite such Purchaser’s name on Schedule I of Purchasers attached hereto in respect of (the Shares and Warrants referred to collectively herein as the “Units”) for the Per Unit Purchase Price. For each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days Shares purchased by a Purchaser, such Purchaser shall receive a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire one (1) Warrant Share at an exercise price of $2.60, which represents 130% of the closing bid price per share of Common Stock on the date immediately preceding the date of this Agreement as reported on the Nasdaq Over The Counter Bulletin Board System in the form attached hereto as Exhibit A. (ii) the legal opinions of ▇▇▇▇▇▇▇▇ & Wedge, special Nevada counsel to the Company, and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, each in agreed form, addressed to the Purchasers. (iii) the Registration Rights Agreement duly executed by the Company. (iv) the representations and warranties made by the Company in Article III shall be true and correct in all material respects, all covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company prior to the Closing Date shall have been performed or complied with (it being understood thator waived by the Purchasers), and the Company shall have obtained any approvals, consents and qualifications necessary to perform its obligations hereunder. (1v) with respect the Company shall have delivered to Holdingseach of the Purchasers at the Closing a certificate signed on its behalf by its Chief Executive Officer certifying that the conditions specified in Section 2.2 hereof have been fulfilled. (vi) at the Closing, the delivery Company shall have delivered to the Purchasers copies of each of the following, in each case certified by the Secretary of the Corporation to be in full force and effect on the date of the Closing: (a) the articles of incorporation of the Company as of the Closing (which shall be the Articles) certified by the Secretary of State of the State of Nevada as of a release instruction date not more than thirty (30) days prior to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement Closing; (b) a good standing certificate with respect to the Escrow Funds deposited Company certified by Holdings and the Secretary of State of Nevada as of a date not more than thirty (230) days prior to the Closing; (c) the amount by-laws of any dividends that the Company; and (d) resolutions of the Board, and, as necessary, the shareholders of the Company, authorizing the execution, delivery and performance of the Transaction Documents, and the transactions contemplated hereby and thereby, including the issuance and sale of the shares of Common Stock and the reservation of shares of Common Stock for issuance upon exercise of the Warrants. (vii) At the Closing, the Company has declared shall pay (or reimburse the Purchasers for) the fees and expenses of the Purchasers specified in Section 5.1 as payable by the Company. (viii) As of the Closing, the purchase of the Shares by each of the Purchasers shall be legally permitted by all laws and regulations to which each of the Purchasers and the Company is subject. (ix) As of the Closing, all authorizations, approvals or permits of, or filings with a record date on any governmental authority, including state securities or “Blue Sky” offices, that are required by law in connection with the lawful sale and issuance of the Securities, including the exercise of the Warrants for Warrant Shares, shall have been duly obtained by the Company, and shall be effective as of the Closing. (x) All corporate and other proceedings in connection with the transactions contemplated by the Transaction Documents, and all documents and instruments incident to such transactions, shall be satisfactory in form and substance to each of the Purchasers, and each of the Purchasers shall have received at or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers all such documents as each such Purchaser shall have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);requested. (iib) On At the Closing DateClosing, subject to Section 1.3(d)(iv) below, Sellers each Purchaser shall (1) deliver or cause to be delivered to the Buyers Company, and the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) obligations of the Purchased Shares Company to one or more accounts designated by close the Buyers, in the case of each of (1) purchase and (2), in respect sale of the Purchased Shares securities shall be subject to be purchased on the Closing Date fulfillment or satisfaction of, the following: (i) the product of the Per Unit Purchase Price and the number of Units as set forth opposite such Purchaser’s name on Schedule I of Purchasers attached hereto (as it may be amended hereto, in accordance with Section 1.1) United States dollars and sufficient in immediately available funds, by wire transfer to convey to an account designated in writing by the Buyers good, valid and marketable title in and to Company for such Purchased Shares, free and clear of any and all Liens.purpose; and (iii) On the Modified Closing Date, (1ii) the Buyers shall take any Registration Rights Agreement duly executed by such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing DatePurchaser. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. 4.1. The closing of the initial sale of the Tranche A Notes and the Warrants (the “Initial Tranche A Closing”) or any subsequent sale of Tranche A Notes and Warrants to shareholders of the Company up to their respective pro rata entitlement occurring not later than 30 calendar days after the Initial Tranche A Closing (each, a “Subsequent Tranche A Closing,” and each of the Initial Tranche A Closing and any Subsequent Tranche A Closing, a “Tranche A Closing”) shall occur on the date on which the conditions set out in Section 5.1 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Tranche A Closing, but subject to the satisfaction or waiver of such conditions at such time). Each Investor who is a party to this Agreement on the date of this Agreement shall fund and close on its respective Tranche A Amount at the Initial Tranche A Closing, except to the extent such Investor has informed the Company in writing on or prior to the date hereof that the Investor is a mutual fund or a fund managed by a registered investment fund manager that requires alternative settlement procedures pursuant to applicable regulations and its and its custodian’s compliance policies and procedures (a “Deferred Funding Investor”), in which case such Deferred Funding Investor shall fund its Tranche A Amount not later than two (2) Business Days following the Initial Tranche A Closing, in each case subject to the satisfaction of the closing conditions set forth in Section 5 hereof as of the Initial Tranche A Closing. The Company shall have delivered prior to the date of this Agreement, or shall deliver on or after the date of this Agreement, a written notice from (or on behalf of) the Company to the Investors (the “Tranche A Closing Notice”) that the Company reasonably expects all conditions set out in Section 5.1 to be satisfied or waived on a date that is not less than two (2) Business Days from the date on which the related Tranche A Closing Notice is delivered to the Investors. At least one (1) Business Day prior to the closing date specified in the Tranche A Closing Notice (the “Tranche A Closing Date”), each Investor shall (i) On provide such information that is reasonably requested in the Tranche A Closing Notice in order for the Company to issue such Investor’s Tranche A Note, including, without limitation, the legal name of the person in whose name such Tranche A Note is to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable and (ii) deliver to the Company the Tranche A Amount set forth opposite such Investor’s name on the applicable signature page hereto by wire transfer in immediately available funds in escrow to a segregated account of the Company as specified by the Company in the Tranche A Closing Notice. If the applicable Tranche A Closing does not occur within five (5) Business Days following the Tranche A Closing Date specified in the applicable Tranche A Closing Notice, the Company shall promptly (but not later than one (1) Business Day thereafter) return to each Investor participating in such Tranche A Closing such Tranche A Amount in full to such Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 13 hereof, such return of funds shall not terminate this Subscription Agreement or relieve any Investor of its obligations to purchase the Tranche A Note at the Tranche A Closing in the event the Company delivers a subsequent Tranche A Closing Notice in connection with this Section 4.1. At each Tranche A Closing, the Company will deliver to each Investor having delivered the relevant Tranche A Amount in full in accordance with this Section 4.1 a duly executed Tranche A Note in a principal amount equal to the Tranche A Amount set forth opposite such Investor’s name on the applicable signature page hereto or to any Joinder Agreement, together with a duly executed Warrant entitling such Investor to purchase that number of Warrant Shares set forth opposite such Investor’s name on such signature page hereto or to any Joinder Agreement. Upon request of any Investor as a condition precedent prior to funding on the Tranche A Closing Date, subject the Company shall deliver to Section 1.3(d)(ivthe Investor a copy (electronically in PDF format) below of the duly executed Tranche A Note in a principal amount equal to the Tranche A Amount set forth opposite such Investor’s name on the applicable signature page hereto, and a copy (electronically in PDF format) of the duly executed Warrant entitling such Investor to purchase that number of Warrant Shares set forth on such signature page hereto, each of the Tranche A Note and Warrant to be registered in the name of the Investor (or its nominee in accordance with Section 1.2(aits delivery instructions). If requested by an Investor, the Buyers Company shall deliver the originally signed Tranche A Note and Warrant to the Investor within one (1) Business Day of the Tranche A Closing. 4.2. The closing of the sale of the Tranche B Note (the “Tranche B Closing”, and, together with each Tranche A Closing, each a “Closing”) shall occur on the date on which the conditions set out in Section 5.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Tranche B Closing, but subject to the satisfaction or waiver of such conditions at such time). The Company shall deliver, or cause the delivery of, a written notice from (or on behalf of) the Company to the Investors (the “Tranche B Closing Notice”) that the Company reasonably expects all conditions set out in Section 5.2 to be satisfied or waived on a date that is not less than five (5) Business Days from the date on which the Tranche B Closing Notice is delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at Investors. At least two (2) Business Days prior to the closing date specified in the Tranche B Closing Notice (the “Tranche B Closing Date”), each Investor shall (i) provide such information that is reasonably requested in the Tranche B Closing Notice in order for the Company to issue such Investor’s Tranche B Note, including, without limitation, the legal name of the person in whose name such Tranche B Note is to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable and (ii) deliver to the Company the Tranche B Amount set forth opposite such Investor’s name on the applicable signature page hereto by wire transfer in immediately available funds in escrow to a segregated account of the Company as specified by the Company in the Tranche B Closing Notice. If the Tranche B Closing does not occur within five (5) Business Days following the Tranche B Closing Date specified in the Tranche B Closing Notice, the Company shall promptly (it being understood that, but not later than one (1) Business Day thereafter) return each Investor’s Tranche B Amount in full to such Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 13 hereof, such return of funds shall not terminate this Subscription Agreement or relieve any Investor of its obligations to purchase the Tranche B Note at the Tranche B Closing in the event the Company delivers a subsequent Tranche B Closing Notice in connection with respect to Holdingsthis Section 4.2. At the Tranche B Closing, the delivery of a release instruction Company will deliver to each Investor having delivered the Escrow Agent relevant Tranche B Amount in full in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect Section 4.2 a duly executed Tranche B Note in a principal amount equal to the Escrow Funds deposited by Holdings and (2) Tranche B Amount set forth opposite such Investor’s name on the amount applicable signature page hereto. Upon request of any dividends that the Company has declared with Investor as a record date on or condition precedent prior to funding on the Tranche B Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, Company shall deliver to the extent the Buyers have not received such dividends as Investor a copy (electronically in PDF format) of the Closing Date, reduce duly executed Tranche B Note in a principal amount equal to the aggregate amount payable by the Buyers to Sellers Tranche B Amount set forth opposite such Investor’s name on the Closing Date; providedapplicable signature page hereto, howeverthe Tranche B Note to be registered in the name of the Investor (or its nominee in accordance with its delivery instructions). If requested by an Investor, no such offset with respect the Company shall deliver the originally signed Tranche B Note to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall Investor within one (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) Business Day of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all LiensTranche A Closing. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On At the Closing, Purchaser shall deliver, or cause to be delivered, to Aradigm the following, dated as of the date of this Agreement and, where relevant, executed for and on behalf of Purchaser by a duly authorized officer thereof: (1) any and all instruments, certificates and agreements as Aradigm may reasonably request in order to effectively make Purchaser responsible for all Assumed Liabilities pursuant hereto to the fullest extent permitted by applicable law; (2) Purchaser shall have provided Aradigm with evidence demonstrating that Purchaser has obtained at least $15 million in equity financing; (3) Purchaser shall have paid to Aradigm, by wire transfer, $4,000,000 in cash; (4) Purchaser shall have reimbursed Aradigm for all documented expenses actually incurred by Aradigm from July 1, 2006 through the Closing Date, subject that were pre-approved in writing by Purchaser, up to Section 1.3(d)(iv$515,036; (5) below Each of ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall have provided Aradigm with a release of all claims over or rights to any severance payments relating to their cessation of services to Aradigm, in accordance with Section 1.2(a)a form that is reasonably acceptable to Aradigm and including mutually agreed consideration for such releases; and (6) the Transitional Services Agreement. (ii) At the Closing, the Buyers Aradigm shall deliver deliver, or cause to be delivered delivered, to Sellers Purchaser the cash amounts set forth on Schedule I hereto in respect following, dated as of each Seller, by wire transfer the date of immediately available funds to such accounts as RiverNorth Capital this Agreement and executed for and on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, Aradigm by a duly authorized officer thereof: (1) with respect to Holdings, the delivery a general assignment and ▇▇▇▇ of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement sale with respect to the Escrow Funds deposited by Holdings and Assigned Assets in the form attached hereto as Exhibit F; (2) the amount one or more instruments of any dividends that the Company has declared with a record date on or prior assignment and assumption, in customary form and substance reasonably satisfactory to the Closing Date, Purchaser and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Aradigm and their respective counsel; (ii3) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu an instrument of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) assignment of the Purchased Shares to one or more accounts designated by Transferred Patents, the BuyersTransferred Trademarks, and any other Registered Intellectual Property Rights included in the Assigned Assets, in the case of each of customary form and substance reasonably satisfactory to Purchaser and Aradigm and their respective counsel; (14) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.required third party consents including those consents necessary for the valid assignment and transfer of the Transferred Contracts; (iii5) On any and all other instruments, certificates and agreements as Purchaser may reasonably request in order to effectively transfer to Purchaser all of the Modified Closing Date, Assigned Assets pursuant hereto and to the Transfer Plan to the fullest extent permitted by applicable law; and (16) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing DateTransitional Services Agreement. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. On the Closing Date (ior the Call Closing Date, with respect to a Call Closing), the Company will deliver or cause to be delivered to the Escrow Agent, on behalf of each Buyer: (A) the items required to be delivered to Buyer pursuant to Section 8, duly executed by the Company where so required, (B) a certificate ("CLOSING CERTIFICATE") signed by its chief executive officer or chief financial officer (1) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the applicable Closing Date, as if such representations and warranties were made and given on all such dates, (2) adopting the covenants and conditions set forth in this Agreement in relation to the applicable Debenture and Warrants, (3) representing the timely compliance by the Company with the Company's registration requirements set forth in the Registration Rights Agreement, and (4) certifying that an Event of Default has not occurred, (C) a legal opinion in substantially the form of Exhibit E attached hereto in relation to the Company, the applicable Debenture, the applicable Warrant and the Transaction Documents ("CLOSING LEGAL OPINION"), (D) a Debenture with a principal amount equal to such Buyer’s Original Principal Amount, registered in the name of such Buyer, (E) a Warrant registered in the name of such Buyer to purchase up to a number of shares of Common Stock equal to the Warrant Amount (as defined in Section 1(b)(iv)) with an exercise price equal to the Initial Warrant Exercise Price (as defined in Section 1(b)(iv)) subject to adjustment therein, (F) Limited Standstill Agreements, in the form of Exhibit F hereto, duly executed by each of the Designated Insiders (as defined in Section 4(r)); (G) The Company shall have delivered to such Buyer a true copy of certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date. (H) The Company shall have delivered to such Buyer a true copy of certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within five (5) days of the Closing Date. (I) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Florida as of a date that is five (5) days prior to the Closing Date. (J) A fully executed Security Agreement and a fully executed Subsidiary Guarantee, in the form of Exhibit C-1 and C-2 hereto, respectively, fully and duly executed by each of the Company, the “guarantors” (as defined in each of such agreements, respectively), and the Buyers. On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers each Buyer shall deliver or cause to be delivered to Sellers the cash amounts set forth Escrow Agent, on Schedule I hereto in respect behalf of the Company, each Seller, of the following: (A) this Securities Purchase Agreement and the Registration Rights Agreement duly executed by such Buyer, (B) such Buyer’s Subscription Amount by wire transfer of immediately available funds to such accounts the account as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause offsets for any expenses to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any which such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”Buyer is entitled)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On the Closing Date, the Company will deliver or cause to be delivered to each Buyer (the "Company Documents"): (A) the items required to be delivered to Buyer pursuant to Section 8, duly executed by the Company where so required, (B) omitted, (C) a legal opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as Exhibit F attached hereto in relation to the Company, the applicable Debenture, the applicable Warrant and the Transaction Documents ("Closing Legal Opinion"), (D) a duly executed Debenture with a principal amount equal to such Buyer's Subscription Amount, divided by 0.8 to account for the Original Issue Discount, registered in the name of such Buyer, (E) a duly executed Warrant registered in the name of such Buyer to purchase up to a number of shares of Common Stock equal to the Warrant Amount (as defined in Section 1(b)(iv)) with an exercise price equal to the Initial Warrant Exercise Price (as defined in Section 1(b)(iv)) subject to adjustment therein, (F) Limited Standstill Agreements, duly executed by each of the Designated Insiders (as defined in Section 1.3(d)(iv4(m)); (G) below The Company shall have delivered to such Buyer a true copy of certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in accordance with Section 1.2(a)such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Buyers Closing Date. (H) The Company shall have delivered to such Buyer a true copy of certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within five (5) days of the Closing Date. (I) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of the State of Delaware as of a date that is five (5) days prior to the Closing Date. On the Closing Date, each Buyer shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, Company the following (the "Buyer Documents"): (A) this Securities Purchase Agreement and the Registration Rights Agreement duly executed by such Buyer, (B) such Buyer's Subscription Amount by wire transfer of immediately available funds to such accounts the account as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause offsets for any expenses to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any which such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”Buyer is entitled)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On Upon the Closing Date, terms and subject to the condition of this Agreement, to consummate the transactions set forth in Section 1.3(d)(iv1.02 and without double-counting any amount transferred at closing pursuant to any Related Agreement, at the Closing: (a) below subject to any adjustment pursuant to Sections 1.05(c) and in accordance with Section 1.2(a)5.21, the Buyers shall deliver Purchaser shall, on behalf of itself and/or one or cause to be delivered more of its Affiliates, pay to Sellers an aggregate amount in cash equal to $2,000,000,000 (the cash amounts set forth on Schedule I hereto in respect of each Seller, “Purchase Price”) by wire transfer of immediately available funds in the amounts and to such accounts as RiverNorth Capital on behalf of Sellers has specified the account(s) designated by LNC in writing at least two three (23) Business Days prior to the Closing Date Date, with the exact amount of each payment to be determined according to the allocation methodology provided for in Section 5.23 hereof; (b) Lincoln Life, LAL and Lincoln Barbados shall cede or retrocede to Purchaser (or a Purchaser Affiliate) the Insurance Contracts and Purchaser (or a Purchaser Affiliate) shall reinsure the Insurance Contracts pursuant to the Reinsurance Agreements; (c) LNC shall deliver to Purchaser (or a Purchaser Affiliate) certificates representing, all the outstanding capital stock of Lincoln Bermuda, Linsco, Old Fort, LRRMS, LNMS, LNRM, LNSS, LNII, Lincoln China and KLRS and (ii) all of the outstanding capital stock of SER owned by LNC, in each case, accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (d) Lincoln Life shall deliver to Purchaser (or a Purchaser Affiliate) certificates representing all the outstanding capital stock of LNH&C and LNRAC, in each case, accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (e) LNC and Lincoln Life will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by them (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(d)) by a ▇▇▇▇ of Sale and General Assignment; (f) Lincoln Barbados will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by it being understood that(including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(e)) by a ▇▇▇▇ of Sale; (g) LAL will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by it (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(f)) by a ▇▇▇▇ of Sale; (h) LNC, Lincoln Life, LAL and Lincoln Barbados shall transfer to Purchaser (1or a Purchaser Affiliate), and Purchaser (or a Purchaser Affiliate) with respect to Holdingsshall assume, the delivery of a release instruction Assumed Liabilities pursuant to the Escrow Agent LNC and Lincoln Life Assumption of Liabilities and Assignment of Contracts Agreement and the Lincoln Barbados Assumption of Liabilities and Assignment of Contracts Agreement; (i) To document the transactions set forth in accordance with Section 1.02 and certain related transactions, Sellers shall, and shall cause each applicable Company to, enter into and/or deliver and Purchaser and the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings Purchaser Affiliates shall, as applicable, enter into and deliver: (2i) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Lincoln Life Coinsurance Agreement; (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Lincoln Life Funds Withheld Coinsurance Agreement; (iii) On the Lincoln Life Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Coinsurance Agreement; (iv) Notwithstanding anything in this Agreement to the contrary, unless Lincoln Life Administrative Services Agreement; (v) the Buyers would not be obligated to purchase Lincoln Barbados Coinsurance Agreement; (vi) the Purchased Shares by reason of Lincoln Barbados Funds Withheld Coinsurance Agreement; (vii) the failure of any Closing Condition to be fulfilled as of Lincoln Barbados Modified Coinsurance Agreement; (viii) the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Lincoln Barbados Coinsurance/Modified Coinsurance Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.;

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) On this Agreement, duly executed by the Company; (ii) as the Company and such Purchaser agree, the Company shall cause the Transfer Agent to issue, in book-entry form the number of Preferred Shares specified on such Purchaser’s signature page hereto (or, if the Company and such Purchaser shall have agreed, as indicated on such Purchaser’s signature pages hereto, that such Purchaser will receive Stock Certificates for their Preferred Shares, then the Company shall instead instruct the Transfer Agent to issue such specified Stock Certificates registered in the name of such Purchaser or as otherwise set forth on the Stock Certificate Questionnaire); (iii) a legal opinion of Company Puerto Rican Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; (iv) a legal opinion of Company U.S. Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to the Purchasers; (v) the Registration Rights Agreement, duly executed by the Company (which shall be delivered on the date hereof); (vi) the AST Escrow Agreement, duly executed by the Company and AST (which shall be delivered on the date hereof); (vii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, subject (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the Certificate of Incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; and (viii) the Compliance Certificate referred to in Section 1.3(d)(iv5.1(f). (b) below and in accordance with Section 1.2(a), the Buyers Each Purchaser shall deliver or cause to be delivered to Sellers the cash amounts set forth Company or the Escrow Agent, as applicable, the following (the “Purchaser Deliverables”): (i) On or prior to the date hereof: a) this Agreement, duly executed by such Purchaser; b) the Registration Rights Agreement, duly executed by such Purchaser; c) a Custodian Agreement, if applicable, duly executed by such Purchaser; d) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and the Stock Certificate Questionnaire in the forms attached hereto as Exhibits C-1 and C-2 , respectively; and e) if such Purchaser is not a Section 2.1(c)(iii) Purchaser, its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on Schedule I the applicable signature page hereto in respect of each Seller, under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified the Escrow Account in writing at least two accordance with the Escrow Agent’s written instructions. (2ii) Business Days On or prior to the Closing Date (it being understood thatDate: a) if such Purchaser is a Section 2.1(c)(iii) Purchaser, (1) with respect then such Purchaser shall deliver or cause to Holdings, the delivery of a release instruction be delivered to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, its Subscription Amount, in United States dollars and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyersimmediately available funds, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased amount indicated below such Purchaser’s name on the Closing Date as set forth on Schedule I attached applicable signature page hereto under the heading “Aggregate Purchase Price (as it may be amended Subscription Amount)” by wire transfer in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all LiensCompany’s written instructions. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (a) Except as otherwise indicated below, at the Closing, Seller shall deliver the following to Buyer: (i) On each of the Closing DateAncillary Agreements to which Seller or any of its Affiliates is a party, subject validly executed by a duly authorized officer of Seller; (ii) a receipt acknowledging receipt of the Purchase Price in satisfaction of Buyer’s obligations pursuant to Section 1.3(d)(iv2.3.1, validly executed by a duly authorized representative of Seller or the applicable Seller Affiliate; (iii) below and in accordance with Section 1.2(a)the Purchased Assets; provided, the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two that (2) Business Days prior to the Closing Date (it being understood that, (1A) with respect to Holdingstangible Purchased Assets, delivery shall, unless the Parties otherwise mutually agree, be to the locations and on the timeframes set forth in Schedule 2.4.2(a)(iii) and (B) Seller may retain copies of the Regulatory Documentation, the delivery of a release instruction Product Records and the Shionogi-owned or Controlled Records included within the Purchased Assets and the Purchased Contracts (and, for clarity, prior to the Escrow Agent in accordance with the terms of the Escrow Agreement delivering or making available any files, documents, instruments, papers, books and records containing Product Records or constituting Regulatory Documentation to Buyer, Seller shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms hereinredact from such files, shalldocuments, instruments, papers, books and records any information to the extent that it does not relate to the Buyers have not received such dividends Product Business); (iv) the consents, permits, authorizations, notices and other items set forth in Exhibit G, in form and substance reasonably satisfactory to Buyer; and (v) a certificate, dated as of the Closing Date, reduce validly executed by a duly authorized officer of Seller, certifying that all of the aggregate amount payable conditions set forth in Section 6.2.1 and Section 6.2.2 have been satisfied. (b) At the Closing, Buyer shall deliver the following to Seller: (i) each of the Ancillary Agreements to which Buyer is a party, validly executed by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)a duly authorized officer of Buyer; (ii) On the Purchase Price in accordance with Section 2.3.1 (along with a U.S. Federal Reserve reference number evidencing execution of such payment); and (iii) a certificate, dated as of the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blankby a duly authorized officer of Buyer, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) certifying that all of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as conditions set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) 6.3.1 and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all LiensSection 6.3.2 have been satisfied. (iiic) On Buyer shall conduct a quality and completeness review of the Modified Closing DateRegulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, within 45 days after such transfer, shall notify Seller in writing of any problems or issues experienced by Buyer regarding the completeness, navigation or readability of such transferred Regulatory Documentation that Buyer reasonably and in good faith believes are related to the transfer of such Regulatory Documentation (1) the Buyers and not, for example, related to Buyer system capabilities or compatibility). Seller shall take use its commercially reasonable efforts to assist Buyer in remedying any such action problems or issues (if any) as would be required under Section 1.3(d)(i) in respect soon as reasonably practicable following Seller’s receipt of Buyer’s notice of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Datesame. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (ia) On the Closing DateAt Closing, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Parent shall pay or deliver, the Buyers shall deliver or cause to be delivered to Sellers paid or delivered, as the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shallcase may be, to the extent Transferor Parties: (i) an amount equal to $7,487,495.56, which equals the Buyers have not received such dividends as of Cash Payment minus the Closing Date, reduce Payoff Amounts and minus the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Adjustment Amount; (ii) On original stock certificates evidencing the Closing DateStock Consideration, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered issued to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date Transferor Parties as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.C; and (iii) On Transaction Documents duly executed by the Modified Closing DateAcquiring Parties, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Dateapplicable. (ivb) Notwithstanding anything in this Agreement At the Closing, the Transferor Parties shall deliver to Acquiror: (i) The Transferred Assets, including without limitation, copies of all books, records, files, and documents of each Transferor relating to any of the Transferred Assets or otherwise related or necessary to the contrarycommercial exploitation of the Transferred Assets or the Business, unless and without limiting the Buyers would foregoing, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation, with all electronic media to be delivered fully functioning; provided that if Acquiror waives the closing condition that a Required Consent be obtained for any Transferred Contract, such Transferred Contract shall not be obligated assigned to purchase Acquiror at the Purchased Shares Closing, but shall instead be assigned at such time as the Required Consent is obtained; (ii) Transaction Documents duly executed by reason of the failure of any Closing Condition Transferor Parties, as applicable; and (iii) All Required Consents set forth on Schedule 8.2(b)(iii) and all Governmental Authorizations required to consummate the transactions contemplated by this Agreement. (c) At Closing, Parent shall pay or deliver, or cause to be fulfilled paid or delivered, as of the Termination Datecase may be, if on to Treehouse International, LLC the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed Payoff Amounts in accordance with terms Schedule B. (d) At Closing, Parent shall pay or deliver, or cause to be paid or delivered, as the case may be, to Recovery Racing LLC dba Ferrari-Maserati of this Agreement based Fort Lauderdale the amount set forth on such modified Schedule I. For A in connection with the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers consideration to purchase the Purchased Shares, subject be paid to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof▇▇▇▇▇▇ as described therein.

Closing Deliveries. At the Closing, Seller or the Company, as the case may be, shall deliver the following to Purchaser: (i) On the Closing DateAn Assignment Instrument, subject to Section 1.3(d)(iv) below appropriately filled out and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect duly executed by an authorized representative of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On an officer’s certificate signed by an authorized officer of the Closing Date, subject to Section 1.3(d)(ivManaging Member on behalf of the Company (A) below, Sellers shall certifying that (1) deliver each of the representations and warranties of the Company contained in this Agreement and all other Transaction Documents and Project Contracts is true and correct in all material respects (other than those qualified by a reference to materiality or cause to Material Adverse Effect, which representations and warranties shall be delivered to the Buyers the certificatestrue and correct in all respects, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) the Company has performed and complied in lieu all material respects with all Transaction Documents and Project Documents and obligations in this Agreement and the other Transaction Documents and Project Documents that are required to be performed or complied with by it at or prior to Closing, (3) all required consents and approvals to enter into and perform its obligations under this Agreement, the other Transaction Documents and the Project Documents to which it is a party have been obtained, and (4) no suit, action or other proceeding is pending or to the knowledge of Seller, threatened against the Company by or before any such certificatesGovernmental Authority (or arbitral panel) that could reasonably be expected to have a Material Adverse Effect on the Company or the Project; and (B) attaching true, Sellers may arrange for an appropriate electronic transfer (including through Deposit accurate and Withdrawal at Custodian (“DWAC”)) complete copies of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect organizational documents of the Purchased Shares Company, good standing certificates of the Company in New York, and resolutions of the Company authorizing execution, delivery and performance of this Agreement and the other Transaction Documents to be purchased on which it is a party and the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) transactions contemplated hereby and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.thereby; (iii) On the Modified Closing Date, an officer’s certificate signed by an authorized officer of Seller (A) certifying that (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect each of the Company Shares that the Buyers are obligated representations and warranties of Seller contained in this Agreement and all other Transaction Documents is true and correct in all material respects (other than those qualified by a reference to purchase on the Modified Closing Date materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects), (2) Sellers shall take any such action as would Seller has performed and complied in all material respects with all agreements and obligations in this Agreement and the other Transaction Documents that are required to be performed or complied with by it at or prior to Closing, (3) all required consents and approvals to enter into and perform its obligations under Section 1.3(d)(iithis Agreement and the other Transaction Documents to which it is a party have been obtained; and (B) in respect attaching true, accurate and complete copies of the Company Shares that Sellers are obligated organizational documents of Seller, a good standing certificate of Seller in New York, and resolutions of Seller authorizing execution, delivery and performance of this Agreement and the other Transaction Documents to sell on which it is a party and the Modified Closing Date.transactions contemplated hereby and thereby; (iv) Notwithstanding anything if reasonably requested by Purchaser, an estoppel certificate duly executed by PPA Customer stating that the Company is not in this Agreement default under the PPA; (v) lien releases or other evidence of repayment of any construction and/or vendor financing with respect to the contrary, unless the Buyers would not be obligated Project and release of any Encumbrances referred to purchase the Purchased Shares by reason in clause (i) of the failure of any Closing Condition to be fulfilled as definition of the Termination Dateterm “Permitted Encumbrances”, if on the day prior provided that all amounts due and owing to the Closing Date, Buyers provide written notice to RiverNorth that they will, on Contractor under the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, EPC Contract and Closing shall proceed all Venders have been paid in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereoffull.

Closing Deliveries. (ia) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers Company shall deliver or cause to be delivered to Sellers each Purchaser the cash amounts set forth on Schedule I hereto following: (i) a Warrant registered in respect the name of each Seller, by wire transfer such Purchaser to purchase up to a number of immediately available funds shares of Common Stock equal to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms 50% of the Escrow Agreement shall be deemed number of shares purchased by such Purchaser, with an exercise price equal to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as 150% of the Closing Date, reduce Price subject to adjustment therein; (ii) irrevocable instructions to the aggregate amount payable Transfer Agent instructing the Transfer Agent to deliver a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Buyers to Sellers on per share purchase price of $3.01 (the Closing Date“Purchase Price”), registered in the name of such Purchaser; provided, however, no the parties hereto agree that the number of shares issued based on the Purchase Price shall be adjusted at the closing of the spin-off transaction (as described herein) consistent with the number of shares of Parent issued and outstanding on the record date for the spin-off transaction, such offset with respect that a $500,000 investment pursuant to dividends this Agreement shall apply to represent less than 1% of the issued and outstanding shares of Common Stock of the Company Shares not actually purchased by Buyers)on the closing date of the spin-off transaction; (iiiii) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the number of shares purchased by such Purchaser, with an exercise price equal to 200% of the Closing Price subject to adjustment therein; and (iv) the Registration Rights Agreement duly executed by the Company. (b) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers each Purchaser shall (1) deliver or cause to be delivered to the Buyers the certificatesCompany (or, if anywhere indicated, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Escrow Agent) the following: (iii) On the Modified Closing Date, (1i) the Buyers shall take any Registration Rights Agreement duly executed by such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing DatePurchaser. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Blackstone Entities shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I NBCU Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the form attached hereto as Exhibit A; (ii) duly executed counterparts of the Loan Agreement, substantially in respect of each Seller, the forms attached hereto as Exhibits C-1; (iii) the certificates contemplated by Section 5.2(a)(iii); (iv) payment by wire transfer of immediately available funds transfer, to such accounts as RiverNorth Capital on behalf of Sellers has specified an account designated by NBC Universal in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or no less than three days prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing DateGuarantee Fee; and (v) all other documents, reduce the aggregate amount payable instruments and writings required to be delivered by the Buyers Blackstone Entities pursuant to Sellers on this Agreement and such other documents, instruments and writings as counsel for the Closing Date; provided, however, no such offset with respect Blackstone Entities and the NBCU Entities mutually agree to dividends shall apply be reasonably necessary to Company Shares not actually purchased by Buyers);consummate the transactions described herein. (iib) On At the Closing DateClosing, subject to Section 1.3(d)(iv) below, Sellers the NBCU Entities shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, Blackstone Entities: (i) duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) counterparts of the Purchased Shares to one or more accounts designated by the BuyersPartners’ Agreement, substantially in the case of each of forms attached hereto as Exhibit A; (1ii) and (2), in respect counterparts of the Purchased Shares to be purchased on Loan Agreement, as duly executed by ▇▇ ▇▇▇▇▇▇, and the Closing Date Guarantee Agreement, as set forth on Schedule I duly executed by NBC Universal, substantially in the forms attached hereto (as it may be amended in accordance with Section 1.1) Exhibits C-1 and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.C-2; (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under certificates contemplated by Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.5.3(a)(iii); (iv) Notwithstanding anything payment by wire transfer, to (A) accounts designated by and (B) in this Agreement to the contraryproportion designated by, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day Blackstone Entities in writing no less than three days prior to the Closing Date, Buyers provide written notice of the Fee Loan; and (v) all other documents, instruments and writings required to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number delivered by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of NBCU Entities pursuant to this Agreement based on and such modified Schedule I. For other documents, instruments and writings as counsel for the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies Blackstone Entities and the obligation of NBCU Entities mutually agree to be reasonably necessary to consummate the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereoftransactions described herein.

Closing Deliveries. At the Closing: (a) the Shareholder will deliver to Buyer: (i) On stock certificates representing all of the Closing DateShares together with such stock powers signed by the Shareholder as Buyer may reasonably request; (ii) stock certificates representing all of the outstanding shares in the Subsidiaries of ▇▇▇▇▇▇▇▇ or affidavits and indemnities of loss in lieu thereof; (iii) a certificate of each officer and director of the Companies that he or she has no claim of any kind against the Companies and, subject if required by Buyer prior to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect resignation of each Sellerofficer and director; (iv) the original record books, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms minute books and equity ownership register of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and Companies; (2v) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends non-foreign affidavit dated as of the Closing Date, reduce sworn under penalty of perjury and in form and substance required under the aggregate amount payable Treasury Regulations issued pursuant to Code Section 1445 stating that the Shareholder is not a “foreign person” as defined in Code Section 1445; (vi) a certificate, signed by an executive officer of the Buyers to Sellers on Shareholder and dated as of the Closing Date, certifying as to the matters set forth in Sections 7.1 and 7.2(a); providedand (vii) such other documents as Buyer or its counsel may reasonably request. (b) Buyer will deliver to the Shareholder: (i) the Purchase Price to be paid to the Shareholder at Closing in accordance with Section 2.2; and (ii) a certificate, howeversigned by an executive officer of Buyer and dated as of the Closing Date, no such offset with respect certifying as to dividends shall apply to Company Shares not actually purchased by Buyersthe matters set forth in Sections 8.1 and 8.2(a); (iiiii) On such other documents as the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver Shareholder or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers its counsel may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liensreasonably request. (iii) On the Modified Closing Date, (1c) the Buyers Companies and the Shareholder shall take any such action as would be required under Section 1.3(d)(ienter into a supply agreement (the “Simex Supply Agreement”) in respect of the Company Shares that form set forth herein in Exhibit A, pursuant to which the Buyers are obligated Companies will agree to purchase on the Modified Closing Date supply vinyl extruded products and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement patio doors to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if Shareholder and its Affiliates on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofset forth therein.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) Seller will deliver or cause to be delivered to the Buyers Purchaser: (i) written resolutions or copies of the certificates, if any, minutes of the meeting of the Board of Directors of each of the Company and the Seller approving the transfer of the Shares; (ii) a certificate or certificates representing the Purchased Shares, duly and validly endorsed or accompanied by a stock powers power duly endorsed in blank and validly executed with all required stock transfer tax stamps affixed, together with such other documents and instruments necessary to vest in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) the Purchaser all of the Purchased Shares to one or more accounts designated by the BuyersSeller’s right, in the case of each of (1) title and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title interest in and to such Purchased the Shares, free and clear of any and all Liens.; (iii) On a short form acceptance letter signed by the Modified Company approving the transfer of its shares; (iv) a certificate, dated as of the Closing Date, executed by the Seller confirming the satisfaction of the conditions specified in Section 6.2(a) and Section 6.2(b); (1v) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect Ancillary Agreements to which the Seller or its Affiliates are a party, duly executed by the Seller or the applicable Affiliate of the Company Shares that Seller; and (vi) resignations effective as of the Buyers are obligated to purchase on the Modified Closing Date of each director and officer of each Acquired Company as the Purchaser may have requested in writing within ten (210) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of Business Days prior to the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (ivb) Notwithstanding anything in this Agreement At the Closing, the Purchaser will deliver or cause to be delivered to the contrarySeller: (i) the Closing Date Payment by wire transfer of immediately available funds in US Dollars to the account or accounts specified by the Seller; (ii) a certificate, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled dated as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number executed by the quotient resulting from Purchaser confirming the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation satisfaction of the Buyers conditions specified in Section 6.3(a) and Section 6.3(b); and (iii) the Ancillary Agreements to purchase which the Purchased Shares, subject to Purchaser or its Affiliates are a party executed by the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance Purchaser or the applicable Affiliate of the terms this Agreement in accordance with Section 6.4 hereofPurchaser.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Sellers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect Purchaser the following (the “Seller Deliverables”): (i) The duly executed Assignment by the Sellers; (ii) The duly executed signature page of the Registration Rights Agreement for the Sellers; (iii) A certificate executed by each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior Seller to the Closing Date (it being understood effect that, (1) with respect to Holdingsexcept as otherwise stated in such certificate, the delivery each of a release instruction to the Escrow Agent such Seller’s representations and warranties in accordance with the terms this Agreement was accurate in all material respects as of the Escrow date of this Agreement shall be deemed to satisfy this requirement with and is accurate in all material respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (iiiv) On The Amended and Restated NP Operating Agreement executed by each member of NP; (v) The Bogachev Indemnity, executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; and (vi) Such other documents, certifications or evidence of the Closing DateSellers’ authority reasonably requested by the Purchaser or its counsel, subject to Section 1.3(d)(ivas well as such other documents or instruments contemplated by this Agreement. (b) belowAt the Closing, Sellers the Purchaser shall (1) deliver or cause to be delivered to the Buyers Sellers the certificates, if any, following (the “Purchaser Deliverables”): (i) A certificate or certificates representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) shares of the Purchased Shares Purchaser Common Stock issuable to one or more accounts designated by the Buyers, in the case of each of (1) and (2Sellers pursuant to Section 2.2(a), in respect provided, however, that the Purchaser’s delivery shall be subject to compliance with NASDAQ notification rules for insider issuances and such time as is necessary for AST to issue such certificate(s); (ii) The balance of the Purchased Shares Purchase Price in immediately available funds pursuant to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.2.2(b); (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect The duly executed acceptance of the Company Shares that Assignment by the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Purchaser; (iv) Notwithstanding anything The duly executed signature page of the Registration Rights Agreement for the Purchaser; (v) A certificate executed by the Purchaser to the effect that, except as otherwise stated in such certificate, each of the Purchaser’s representations and warranties in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled was accurate in all material respects as of the Termination Date, if on the day prior to date of this Agreement and is accurate in all material respects as of the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 ; (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced vi) A duly executed counterpart signature page to the amount derived by multiplying each such number NP Operating Agreement for the Purchaser; and (vii) Such other documents, certifications or evidence of the Purchaser’s authority reasonably requested by the quotient resulting from the Notice Amount divided Sellers or their counsel, as well as such other documents or instruments contemplated by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (a) Concurrently with the execution and delivery of this Agreement, the Company shall deliver to ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP evidence reasonably satisfactory to ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP: (i) regarding the consummation of the issue and sale of the Series Q Preferred Stock upon the terms and conditions previously disclosed to ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, for proceeds of at least $40.0 million; (ii) the consummation of the issue and sale of the Exchange Units and the Exchange Shares and the acquisition of the CD&L Securities upon the terms and conditions previously disclosed to ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP; (iii) of the receipt of the consents referred to in Annex VI to this Agreement; (iv) of the stockholder consent to the issue of the Warrant Shares, the Exchange Warrant Shares and the Exchange Shares. (b) Concurrently with the execution and delivery of this Agreement, the Company shall deliver to the Purchasers: (i) an executed copy of the Merger Agreement; (ii) an executed copy of each of the Voting Agreements; (iii) an executed copy of the opinion of ▇▇▇▇▇▇▇▇▇ & Company, Inc. as to the fairness of the merger consideration; (iv) a copy of each Unit Transaction Document, executed by each party thereto other than the Purchasers; and (v) a copy of each of the agreements referred to in Section 4(m). (c) Concurrently with the execution and delivery of this Agreement, the Company shall deliver to the Purchasers the legal opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ P.A., counsel to the Company, addressed to the Purchasers and dated concurrently with this Agreement, in the substantially the form attached hereto as Annex IX to this Agreement. (d) Concurrently with the execution and delivery of this Agreement, the Company shall deliver to the Purchasers a certificate of the Company signed on behalf of the Company by the principal executive officer and by the chief financial or chief accounting officer of the Company, in their capacities as such, dated the date of this Agreement, to the effect that each of such persons has carefully examined this Agreement and each of the other Transaction Documents, and that: (i) the representations and warranties of the Company and the Guarantors in this Agreement and each of the other Transaction Documents are true and correct; (ii) no stop order suspending the qualification or exemption from qualification of the Securities shall have been issued and no proceedings for that purpose shall have been commenced or, to the knowledge of the Company, be contemplated; (iii) since the date of the most recent financial statements included in the SEC Filings, there has been no material adverse change in the condition, financial or otherwise, business, prospects or results of operation of the Company and the Subsidiaries, taken as a whole; (iv) none of the SEC Filings or any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (v) subsequent to the respective dates as of which information is given in the SEC Filings: (A) neither the Company nor any of the Subsidiaries has incurred up to and including the date of this Agreement, other than in the ordinary course of its business, any material liabilities or obligations, direct or contingent; (B) neither the Company nor any of the Subsidiaries has paid or declared any dividends or other distributions on its capital stock; (C) neither the Company nor any of the Subsidiaries has entered into any material transactions not in the ordinary course of business; (D) there has not been any change in the capital stock (other than pursuant to the Company’s stock option plan or stock purchase plan or the exercise of warrants outstanding on such respective dates and the issuance the Exchange Units, the Exchange Share and the Compensatory Securities) or the short-term or long-term debt of the Company or any of the Subsidiaries (other than the Exchange Units); (E) neither the Company nor any of the Subsidiaries has sustained any material loss or damage to its property or assets, whether or not insured; and (F) there is no litigation which is pending or, to the Company’s knowledge, threatened or contemplated against the Company or any of its Affiliates which would, if decided adversely, have a Material Adverse Effect. (e) Concurrently with the execution and delivery of this Agreement, the Company shall have delivered to the Purchasers a certificate signed on behalf of the Company by the secretary of the Company, in his capacity as such, dated the date of this Agreement, as to: (i) the absence of any contemplated proceeding for the merger, consolidation, liquidation or dissolution of the Company or any Subsidiary, as the case may be, or the sale of all or substantially all of its assets (other than the merger contemplated by the Merger Agreement); (ii) the due adoption and full force and effect of the By-laws of the Company (with a copy of the By-laws attached); (iii) resolutions adopted by the Board of Directors of the Company and/or a committee thereof authorizing the Securities and the consummation of the transactions contemplated by this Agreement and each of the other Transaction Documents (with copies of such resolutions attached); and (iv) the incumbency, authorization and signatures of those officers of the Company signing this Agreement, each of the other Transaction Documents and/or any certificate delivered in connection therewith. (f) On the date on which the Closing occurs (the “Closing Date”), (i) subject to the satisfaction (or waiver by a Purchaser) of the conditions to Closing described in Section 1.3(d)(iv) below and 5 of this Agreement, each Purchaser shall pay to the Escrow Agent on or prior to such date the aggregate purchase price for the number of Units set forth opposite such Purchaser’s name on Annex I to this Agreement by wire transfer of immediately available funds in accordance with Section 1.2(a), the Buyers wire instructions provided by the Escrow Agent and (ii) the Company shall deliver or cause to be delivered the Units that such Purchaser is purchasing to Sellers the cash amounts Purchaser (for the account of the Purchaser as the Purchaser shall instruct). Prior to the Closing, ▇▇▇▇▇▇▇▇▇ & Company, Inc., as closing agent (in such capacity, the “Closing Agent” ), will contact the contact person for each Purchaser listed on Annex I hereto to confirm (A) that the Closing is to take place, the wire transfer instructions and the closing mechanics set forth on Schedule I hereto in respect herein and (B) the receipt from the Company and each of each Sellerthe Guarantors of duly executed signature pages (as applicable) to the Unit Transaction Documents. The receipt of funds by the Escrow Agent from a Purchaser shall be deemed to be irrevocable instructions from such Purchaser to the Closing Agent that the conditions to the Closing have been satisfied. In accordance with the foregoing, the Closing Agent shall instruct the Escrow Agent to disburse the funds referred to above by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of Company’s written wire instructions on the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to Closing Date. Following the Closing Date, and which the Buyers are entitled Closing Agent shall deliver to receive under the terms herein, shall, each Purchaser duly executed signature pages to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect Unit Transaction Documents of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect each of the Company Shares that Sellers are obligated to sell on the Modified Closing DateGuarantors (as applicable). (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (a) Except as otherwise indicated below, at the Closing, AstraZeneca shall deliver the following to Horizon: (i) On each of the Closing DateAncillary Agreements to which AstraZeneca is a party, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)other than the Post-Transition Safety Data Exchange Agreement, the Buyers shall deliver or cause to be delivered to Sellers Three Party Letter Agreement and the cash amounts set forth on Schedule I hereto in respect Guarantee, validly executed by a duly authorized officer of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)AstraZeneca; (ii) On a receipt acknowledging receipt of the Closing Date, subject Purchase Price in satisfaction of Horizon’s obligations pursuant to Section 1.3(d)(iv2.3.1, validly executed by a duly authorized representative of AstraZeneca; and (iii) belowthe Purchased Assets; provided, Sellers that (A) with respect to tangible Purchased Assets delivery shall be made as set forth in Schedule 2.4.2(a)(iii), and (1B) deliver AstraZeneca may retain one copy of the Product Records included within the Purchased Assets and the Purchased Contracts (and, for clarity, prior to delivering or cause making available any files, documents, instruments, papers, books and records containing Product Records to Horizon, AstraZeneca shall be delivered entitled to redact from such files, documents, instruments, papers, books and records any information to the Buyers extent that it does not relate to the certificatesProduct Business; provided, if anythat, representing the Purchased Sharesupon Horizon’s request, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu AstraZeneca shall provide Horizon with a general description of any such certificatesinformation redacted by AstraZeneca to the extent that AstraZeneca is permitted to do so; (iv) the Patheon Letter; (v) the AstraZeneca FDA Intent Letters; (vi) the AstraZeneca FDA Transfer Letters; and (vii) the Vimovo Litigation Records Side Letter. (b) At the Closing, Sellers may arrange for an appropriate electronic transfer Horizon shall deliver the following to AstraZeneca: (including through Deposit and Withdrawal at Custodian (“DWAC”)i) each of the Purchased Shares Ancillary Agreements to one or more accounts designated which Horizon is a party, other than the Post-Transition Safety Data Exchange Agreement and the Three Party Letter Agreement, validly executed by a duly authorized officer of Horizon; and (ii) the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended Purchase Price in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.2.3.1; (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Horizon FDA Intent Letters; (iv) Notwithstanding anything the Horizon FDA Transfer Letters; and (v) the Vimovo Litigation Records Side Letter. (c) Horizon shall conduct a quality and completeness review of the Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, as soon as possible, but no later than 60 days after each transfer, shall notify AstraZeneca in this Agreement writing of any problems or issues experienced by Horizon regarding the completeness, navigation or readability of such transferred Regulatory Documentation that Horizon reasonably and in good faith believes are related to the contrarytransfer of such Regulatory Documentation (and not, unless the Buyers would not be obligated for example, related to purchase the Purchased Shares by reason Horizon system capabilities or compatibility). AstraZeneca shall use its commercially reasonable efforts to assist Horizon in remedying any such problems or issues (if any) as soon as reasonably practicable following AstraZeneca’s receipt of Horizon’s notice of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofsame.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Sellers shall deliver or cause a Company Entity to be delivered deliver, as applicable, to Purchaser: (i) The Escrow Agreement executed between the Escrow Agent, the Sellers and Purchaser on terms that are mutually acceptable to the cash amounts set forth on Schedule I parties; (ii) Copies of resolutions, certified by a duly authorized representative of the Company, as to the authorization of this Agreement and all of the transactions contemplated hereby by the Company; (iii) An assignment of the Membership Interests to Purchaser substantially in the form attached hereto in respect of as Exhibit B, duly executed by each Seller, and copies of resolutions or other documentation, certified by wire transfer a duly authorized representative of immediately available funds the Company, as necessary to such accounts admit Purchaser as RiverNorth Capital on behalf a member of Sellers has specified the Company; (iv) Certificates of existence or similar certificates in writing at least two North Carolina and each other jurisdiction where any Company Entity is qualified to do business, dated not more than ten (210) Business Days prior to the Closing Date (it being understood thatDate, (1) with respect to Holdings, the delivery of a release instruction certifying as to the Escrow Agent good standing of each such Company Entity in accordance with the terms such jurisdictions; (v) Copies reasonably acceptable to Purchaser of all consents, approvals and notices listed in Section 2.11(a)(v) of the Escrow Agreement shall be deemed Disclosure Schedule; (vi) A release from each of the Sellers in substantially the form attached hereto as Exhibit C, duly executed in favor of the Company; (vii) Payoff letters (including lien releases) and/or invoices in a form reasonably satisfactory to satisfy this requirement with respect Purchaser from each of the Persons to the Escrow Funds deposited by Holdings and (2) the amount of which any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce Date Indebtedness listed in Section 2.11(a)(vii) of the aggregate amount Company Disclosure Schedule or any Company Transaction Expenses are payable by any member of the Buyers Company Group; (viii) Written resignations of each of the managers, directors and officers of the Company Entities; (ix) A certificate of non-foreign status that complies with Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (x) An IRS Form W-9 duly executed by each of the Sellers; (xi) A subscription agreement duly executed by each of the Sellers that is mutually acceptable to Sellers on the parties and reflects customary terms for like agreements, providing for the issuance of the Closing Date; providedDate Equity Consideration to each Seller; (xii) All books and records of the Company Entities or relating to their businesses and operations; (xiii) Such other documents and instruments as may be reasonably requested by Purchaser. (b) At the Closing, howeverPurchaser shall deliver to the Sellers: (i) The Escrow Agreement executed between the Escrow Agent, no such offset with respect the Sellers and Purchaser on terms that are mutually acceptable to dividends shall apply to Company Shares not actually purchased by Buyers)the parties; (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the BuyersA voting letter, in the case form agreed to by the Sellers, duly executed by the majority stockholder of each Purchaser; (iii) Payment of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended Cash Payment and Closing Date Equity Consideration, in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.2.4; and (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not Such other documents and instruments as may be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number reasonably requested by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.Sellers

Closing Deliveries. (a) At the Closing, Seller shall deliver into escrow with the Escrow Agent: (i) On the Closing Date, subject to Section 1.3(d)(ivThe Deed; (ii) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two Two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms original executed counterparts of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings ▇▇▇▇ of Sale and Assignment (iii) Two (2) original executed counterparts of a ▇▇▇▇ of Sale, pursuant to which Seller transfers any Personal Property and Equipment to Purchaser; (iv) Three (3) original counterparts of the amount executed Settlement Statement; (v) Original executed Lease Status Report; (vi) Original executed GSA Consent; (vii) A certification of any dividends Seller’s representations, stating that all the Company has declared with a record date on or prior to the Closing Date, representations in Section 8.1 remain true and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends correct as of the Closing Date, reduce executed by Seller; (viii) An affidavit in a form acceptable to Purchaser and as prescribed in the aggregate amount payable Foreign Investment in Real Property Transfer Act of the Internal Revenue Code and the regulations promulgated thereon which certifies that Seller is not a “foreign person” as defined therein; (ix) Any and all other documents reasonably required of Seller to consummate the transaction contemplated hereby. (x) Original, or if original is not available, copy of the applicable GSA Lease; (xi) Originals, or if originals are not available, copies of the Assumed Property Contracts (which Assumed Property Contracts may be delivered by leaving them at the Buyers Property); (xii) To the extent they are in Seller’s possession (a) unless posted at the Property, all licenses and permits, authorizations and approvals pertaining to Sellers the Premises and (b) all guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on the Closing Date; providedPremises; (xiii) Releases in recordable form from any creditor who has filed a lawsuit and lis pendens against the Property; (xiv) To the extent they are in Seller’s possession, howeveroriginals or, no such offset if originals are not available, copies, of all Plans and Specifications, technical manuals and similar materials for the Property (which materials may be delivered by leaving them at the Property). (xv) Original executed Rent Direction Notice from Seller to the depository institution in which Seller regularly deposits rents from the Property. (xvi) Evidence of Seller’s termination of all Property Contracts, effective as of Closing, of all Property Contracts other than the Assumed Property Contracts. (b) At the Closing, Purchaser shall deliver into escrow with respect the Escrow Agent: (i) An amount equal to dividends shall apply to Company Shares not actually purchased by Buyers)the Purchase Price less the Deposit and any other amounts due from Purchaser as indicated on the Settlement Statement; (ii) On the Closing Date, subject to Section 1.3(d)(ivThree (3) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) original counterparts of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.executed Settlement Statement; (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and Two (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect original executed counterparts of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.▇▇▇▇ of Sale and Assignment; and (iv) Notwithstanding anything in this Agreement Any and all other documents reasonably required of Purchaser to consummate the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereoftransaction contemplated hereby.

Closing Deliveries. (i) On At the Closing DateClosing, subject to Section 1.3(d)(ivSeller will deposit with Escrow Agent the following documents executed and acknowledged, as applicable: (1) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two Deed; (2) Business Days prior the ▇▇▇▇ of Sale; (3) the Assignment of Resident Agreements; (4) the Assignment of Rights; (5) the Assignment of Trade Names; (6) an owner’s affidavit in the form reasonably agreed to by the parties; (7) a non-foreign affidavit in the form attached hereto as Exhibit 16(b)(i)(7); (8) a transition services agreement which will be negotiated by the parties in good faith during the Due Diligence Period and will allow New Operator to transition operations of the Facility in an orderly manner after Closing Date (it being understood that, the “Transition Services Agreement”); (19) with respect to Holdings, the delivery Holdback Escrow Agreement; (10) a counterpart original of a release instruction Washington State Real Estate Excise Tax Affidavit; and (11) such other items as may be reasonably requested in order for Seller to the Escrow Agent in accordance comply with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);Agreement. (ii) On At the Closing DateClosing, subject to Section 1.3(d)(iv) below, Sellers Purchaser shall deposit with Escrow Agent the following: (1) deliver or cause to be delivered to the Buyers Purchase Price less the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or Deposit; (2) in lieu executed counterparts of any such certificatesthe Assignment of Resident Agreements, Sellers may arrange for an appropriate electronic transfer the Assignment of Rights, the Assignment of Trade Names, the Transition Services Agreement and the Holdback Escrow Agreement; (including through Deposit and Withdrawal at Custodian 3) one-half (“DWAC”)1/2) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of basic escrow fee; (14) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Lienstransfer, excise, sales tax, stamp and similar fees and taxes; (5) all escrow fees and charges allocable to Purchaser’s financing for this transaction and its share of prorated items; (6) an executed counterpart original of a Washington State Real Estate Excise Tax Affidavit; and (7) such other items as may be reasonably requested in order for Purchaser to comply with the terms of this Agreement. (iii) On Seller shall pay the Modified Closing Date, recording fee on the Deed; the cost of a standard owner’s title insurance policy; one-half (11/2) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated escrow fee, other than any portion thereof allocable to purchase on the Modified Closing Date Purchaser’s financing for this transaction; and (2) Sellers its share of prorated items. Each party shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto pay its own attorneys’ fees. Purchaser shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750responsible for any premiums, costs or charges for extended title coverage, endorsements, lender’s coverage, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofall other similar amounts.

Closing Deliveries. (i) On The following instruments, agreements and documents shall be executed and delivered at the Closing Dateand all such documents shall be deemed delivered simultaneously and all transactions contemplated hereby and thereby shall be deemed to take place simultaneously, subject and no such document shall be deemed delivered until all such transactions are completed and all such documents are delivered: 2.2.1 The following deliveries will be made by each Seller to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), Pointer at the Buyers shall deliver or cause to be delivered to Sellers Closing: 2.2.1.1 Resolution of the cash amounts set forth on Schedule I hereto in respect Board of Directors of each Seller, by wire substantially in the form attached hereto as Exhibit ‎2.2.1.1, authorizing the sale and transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified the respective Shagrir Shares in writing at least two (2) Business Days prior to consideration for the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms applicable portion of the Escrow Agreement shall be deemed to satisfy this requirement with respect to Shagrir Consideration; 2.2.1.2 A duly executed shares transfer deed regarding the Escrow Funds deposited by Holdings sale and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as transfer of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) Seller's portion of the Purchased Shares to one or more accounts designated by the BuyersShagrir Shares, in the case form attached hereto as Exhibit ‎2.2.1.2; 2.2.1.3 Notice of each resignation of (1) and (2)the directors appointed by the Sellers to the Board of Directors of Shagrir, in the form attached hereto as Exhibit ‎2.2.1.3. 2.2.1.4 Certificate of exemption of withholding tax at source, or providing for a specific percentage of withholding, in respect of the Purchased Shares Shagrir Consideration. Should no certificate of exemption be provided, or a certificate providing for a specific percentage of withholding, Pointer shall withhold tax at source, to be purchased on deducted from the Cash Consideration, at the highest rate set by law. 2.2.1.5 a certificate executed by an officer of each of the Sellers in the form attached hereto as Exhibit 2. 2.1.5 certifying that each of the representations and warranties of such Seller under this Agreement are true and accurate as of the Closing Date as set forth if made on Schedule I the Closing Date. 2.2.2 The following deliveries will be made by Pointer to the Sellers at the Closing: 2.2.2.1 Resolution of the Board of Directors of Pointer, substantially in the form attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to Exhibit ‎2.2.2.1, authorizing the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear Shagrir Consideration; 2.2.2.2 Issuance of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) Share Certificates in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect Pointer Shares; 2.2.2.3 Transfer of the Company Shares that Cash Consideration to the bank accounts of the Sellers are obligated to sell on by way of immediately available funds wire transfer, per the Modified Closing Datedetails attached in Schedule A. 2.2.2.4 a certificate executed by an officer of Pointer in the form attached hereto as Exhibit 2. (iv) Notwithstanding anything in 2.2.4 certifying that each of the representations and warranties of Pointer under this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled are true and accurate as of the Termination Date, Closing Date as if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, made on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On At the Closing DateClosing, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)unless otherwise provided, the Buyers Buyer shall deliver deliver, or cause to be delivered, to Sellers, as applicable, the following, dated as of the Closing Date and executed for and on behalf of Buyer by a duly authorized officer thereof: (1) the Purchase Price, which shall be delivered to Sellers in the cash amounts set forth on Schedule I hereto in respect form of each Seller, by a wire transfer to Seller’s designated account of immediately available funds in an amount equal to such accounts as RiverNorth Capital the Base Price minus the unpaid principal and interest on behalf all of Sellers has specified in writing at least two the Bridge Notes; (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, original of each of the delivery of a release instruction to the Escrow Agent Bridge Notes for cancellation in accordance with the terms thereof, together with a termination of the Escrow Agreement shall Security Agreements in accordance with their terms, and any UCC termination statements and other filings relating thereto; (3) one or more instruments of assumption, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (4) the certificates and other documents required to be deemed delivered pursuant to satisfy this requirement with respect Section 8.2; and (5) any and all other instruments, certificates and agreements contemplated by Article VIII or Article IX hereof or as Sellers may reasonably request in order to effectively make Buyer responsible for all Assumed Liabilities pursuant hereto to the Escrow Funds deposited fullest extent permitted by Holdings and applicable law. (2ii) At the amount of any dividends that the Company has declared with a record date on Closing, Sellers shall deliver, or prior cause to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shallbe delivered, to Buyer the extent the Buyers have not received such dividends following, dated as of the Closing DateDate and executed for and on behalf of Sellers by duly authorized officers thereof: (1) a ▇▇▇▇ of sale, reduce the aggregate amount payable by the Buyers in customary form and substance reasonably satisfactory to Buyer and Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)and their respective counsel; (ii2) On one or more instruments of assumption, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (3) an instrument of assignment of Patents, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (4) an instrument of assignment of Copyrights, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (5) an instrument of assignment of Trademarks, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (6) the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause certificates and other documents required to be delivered pursuant to the Buyers the certificatesSection 8.1; and (7) any and all other instruments, if any, representing the Purchased Shares, duly certificates and validly endorsed agreements contemplated by Article VIII hereof or accompanied by stock powers duly and validly executed as Buyer may reasonably request in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic order to effectively transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) to Buyer all of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached Assets pursuant hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liensfullest extent permitted by applicable law. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (ia) On As soon as commercially practicable after the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers shall Seller will deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto Purchaser: (i) the duly executed Transfer Documents; (ii) certificates representing the Shares, duly endorsed in respect blank, with all the appropriate share transfer tax stamps affixed to the Transfer Documents; and (iii) resignations effective as of the Closing Date of each Sellerdirector and officer of the Company as the Purchaser may have requested in writing. (b) At the Closing, the Purchaser will deliver or cause to be delivered to the Seller the Closing Payment, less any amounts withheld in accordance with Section 6.9 hereof, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf the account specified by the Seller. (c) Upon delivery of Sellers has specified the items set forth in writing at least two (2Section 1.5(a) Business Days prior to the Closing Date Purchaser (it being understood that, (1) with respect to Holdingssuch delivery date, the delivery “Final Payment Date”), the Escrow Amount will be distributed to the Seller. In the event the Escrow Agreement has not been executed as of a release instruction the Final Payment Date, the Purchaser will pay the Escrow Amount to the Seller on the Final Payment Date. (d) In the event that the documents set forth in Section 1.5(a) are not delivered within 90 calendar days of the Closing (which failure is not caused by any act or omission of the Purchaser), the Purchaser will be entitled to retain any interest accrued on the Escrow Amount pursuant to the Escrow Agent Agreement through the termination of the Escrow Agreement. The parties further recognize and agree that any breach of Section 1.5(a) may give rise to irreparable harm to the Purchaser for which money damages would not be an adequate remedy and, agree that, in accordance with addition to the other remedies, the Purchaser will be entitled to enforce the terms of this Agreement by decree of specific performance without the Escrow Agreement shall be deemed necessity of proving the inadequacy of a remedy of money damages. (e) In connection with the Closing, the parties, as applicable, will cause the Company to satisfy this requirement with respect undertake the following as soon as reasonably practicable thereafter: (i) convene a meeting of the board of directors of the Company (the “Company Board”) to discuss the following: (A) approval of the transfer of Shares from the Seller to the Escrow Funds deposited by Holdings Purchaser or its nominees as set forth in the Transfer Documents; and (2B) the amount appointment of any dividends that new directors nominated by the Purchaser to the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Board; (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) convene a second meeting of the Purchased Shares Company Board within 7 days of the meeting referred to one or more accounts designated in subsection (i) above to note the resignations of the existing directors, as may be requested by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Purchaser; (iii) On file a Form 32 for the Modified Closing Dateresignation of the existing directors and appointment of new directors to the Company Board, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.applicable Law; (iv) Notwithstanding anything in this Agreement record the changes to the contrary, unless Register of Members maintained by the Buyers would not be obligated to purchase the Purchased Shares by reason Company under applicable Law; (v) make an endorsement back of the failure of any Closing Condition Share Certificate submitted to be fulfilled as of it by the Termination Date, if on Purchaser; and (vi) instruct the day prior Company’s bank to change the authorized signatories for the Company’s bank account(s) to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number persons designated by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofPurchaser.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) will deliver or cause to be delivered to the Buyers Purchaser: (i) a ▇▇▇▇ of sale in the certificates, if any, representing form of Exhibit A (the Purchased Shares, “▇▇▇▇ of Sale”) duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, Sellers; (ii) an assignment and assumption agreement in the case form of each of Exhibit B (1the “Assignment and Assumption Agreement”) and (2), in respect of duly executed by the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Sellers; (iii) On an assignment of all patents and patent applications included in the Modified Closing Date, Purchased Intellectual Property in the form of Exhibit C (1the “Patent Assignment”) duly executed by the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Sellers; (iv) Notwithstanding anything an assignment of all software included in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares Intellectual Property in the form of Exhibit D (the “Software Assignment”) duly executed by reason of the failure of any Closing Condition to be fulfilled Sellers; (v) a certificate, dated as of the Termination Closing Date, if on duly executed by the day Sellers confirming the satisfaction of the conditions specified in Sections 6.1(a) and 6.1(b); and (vi) such other instruments of sale, transfer, conveyance and assignment as the Purchaser reasonably requests for the purpose of consummating the transactions contemplated by this Agreement. (b) At the Closing, the Purchaser will deliver or cause to be delivered to the Sellers: (i) the Closing Payment by wire transfer of immediately available funds in U.S. dollars to the account(s) specified by ConvaTec no later than two Business Days prior to the Closing Date; (ii) the Assignment and Assumption Agreement duly executed by the Purchaser; (iii) the ▇▇▇▇ of Sale, Buyers provide written notice to RiverNorth the Patent Assignment and the Software Assignment, if any, that they willcall for a signature by the Purchaser, on duly executed by the Purchaser; (iv) a certificate, dated as of the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number duly executed by the quotient resulting from Purchaser confirming the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation satisfaction of the Buyers to purchase conditions specified in Sections 6.2(a) and 6.2(b); and (v) such other instruments of assumption as ConvaTec reasonably requests for the Purchased Shares, subject to purpose of consummating the terms and conditions of transactions contemplated by this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (a) At or prior to the Closing, the Seller shall deliver to the Buyer: (i) On certificates evidencing the Purchased Shares to the extent that such Purchased Shares are in certificate form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto (the “Share Certificates”), to be held by the Escrow Agent until receipt of GSE Approval; (ii) evidence that the Seller has, at the Seller's expense and without cost or other adverse consequence to the Buyer, sent all notices, made all filings and obtained all Consents and Orders required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; (iii) all Ancillary Agreements to which the Seller is a party, dated the Closing DateDate and duly executed by the Seller; (iv) a certificate dated the Closing Date executed by the President or Chief Executive Officer or other authorized officer of the Seller certifying as to the satisfaction of each of the conditions set forth in Article VI (other than Section 6.3); (v) a certificate dated the Closing Date executed by the Secretary of the Seller certifying as to the director, subject stockholder and other resolutions authorizing the Transaction Documents; (vi) good standing certificates for the Seller, the Purchased Subsidiary and each of its Subsidiaries dated within five (5) days prior to the Closing Date from its jurisdiction of organization; (vii) evidence of the release of all Encumbrances on the Purchased Shares, if any; (viii) all documents obtained by the Seller pursuant to Section 1.3(d)(iv6.4; (ix) below duly executed certificates, on behalf of the Purchased Subsidiary and each of its Subsidiaries, of non-United States real property interest status, reasonably acceptable to the Buyer, substantially in accordance with Section 1.2(athe form specified in Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h)(2); and (x) such other agreements, certificates, instruments and documents as the Buyer may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of this Agreement. (b) At or prior to the Closing, the Buyers Buyer shall deliver or cause to the Seller: (i) the Equity Consideration, which Equity Consideration is to be delivered held by the Escrow Agent until receipt by the Buyer of GSE Approval; (ii) evidence that the Escrowed Cash Consideration has been placed in the Escrow Account (the Escrowed Cash Consideration, together with any interest thereon, the “Escrowed Cash” and, together with the Equity Consideration, the “Escrowed Amount”); (iii) evidence that the Buyer has, at the Buyer's expense and without cost or other adverse consequence to Sellers the cash Seller, sent all notices, made all filings and obtained all Consents and Orders required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; (iv) any amounts set forth on Schedule I hereto owed in respect of Transaction Related Expenses but unpaid by Buyer at the Closing in respect its obligations under Section 5.2(c)(ii) hereof; (v) all Ancillary Agreements to which the Buyer is a party, dated the Closing Date and duly executed by the Buyer; (vi) a certificate dated the Closing Date executed by the President or Chief Executive Officer or other authorized officer of the Buyer certifying as to the satisfaction of each Sellerof the conditions set forth in Article VII; (vii) a certificate dated the Closing Date executed by the Secretary of the Buyer certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents; and (viii) such other agreements, certificates, instruments and documents as the Seller may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of this Agreement. (c) Upon receipt by the Buyer of GSE Approval: (i) the Buyer shall instruct the Escrow Agent to deliver by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior the Escrowed Cash to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Seller's Account; (ii) On the Closing Date, subject Buyer shall instruct the Escrow Agent to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered release the Equity Consideration to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Seller; (iii) On the Modified Closing Date, (1) Seller shall instruct the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of Escrow Agent to release the Company Shares that Share Certificates to the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Buyer; and (iv) Notwithstanding anything the Seller and the Buyer shall deliver to one another such other agreements, certificates, instruments and documents as the Seller or Buyer as applicable may reasonably request in this Agreement order to fully consummate the contrary, unless transactions contemplated by and carry out the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions intent of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Sellers shall deliver or cause to be delivered to Sellers the cash Buyer: (i) stock certificates representing the Purchased Shares, accompanied by stock powers for the Purchased Shares, duly executed by the applicable Seller; (ii) payoff letters, in form and substance reasonably satisfactory to the Buyer, as to the full payment of all Funded Indebtedness (other than the Assumed Indebtedness), and the release of the Companies from further Liability related thereto and the release of any Liens related thereto, each effective upon payment pursuant to Section 2.1(b) of the applicable Funded Indebtedness specified on the Flow of Funds Memorandum; (iii) an appropriate receipt and release in a form and substance acceptable to the Buyer from each Person entitled to Transaction Fees, acknowledging that such Person has received all amounts due such Person from the Companies, and releasing the Companies from any further Liability with respect thereto, each effective upon payment pursuant to Section 2.1(c) of the applicable Transaction Fees specified on the Flow of Funds Memorandum; (iv) an employment agreement with each of the Key Employees, duly executed by the applicable Key Employee, in form and substance reasonably satisfactory to the Buyer (the “Employment Agreements”); (v) a management and administrative services agreement by and among the Buyer, 2WRMS and the 2WRMS Shareholders, duly executed by 2WRMS and the 2WRMS Shareholders in form and substance reasonably satisfactory to the Buyer (the “Management Services Agreement”); (vi) a share transfer agreement in form and substance reasonably satisfactory to the Buyer, duly executed by each of the 2WRMS Shareholders (the “Share Transfer Agreement”); (vii) an asset transfer agreement by and among the Buyer and the Companies, duly executed by each of the Companies in form and substance reasonably satisfactory to the Buyer (the “Asset Transfer Agreement”) to transfer certain assets and liabilities between the Buyer and the Companies as set forth therein; (viii) an escrow agreement in form and substance reasonably satisfactory to the Buyer, duly executed by the Shareholder Representative (the “Escrow Agreement”); (ix) written resignations of all members of each Company’s board of directors and officers; (x) a good standing certificate for each Company from the state of its organization and the Secretary of State in each other jurisdiction in which such Company is required to qualify to do business as a foreign corporation, in each case dated as of a date as near as reasonably practicable to the Closing Date; (xi) the written consents, approvals, waivers, notices or similar authorizations required to be obtained or given by any Person in order to consummate the transactions contemplated by the Transaction Documents, including those consents, approvals, waivers, notices or similar authorizations set forth on Schedule I hereto 2.4(a)(x), in respect form and substance reasonably acceptable to the Buyer; (xii) evidence satisfactory to the Buyer that the Companies 401(k) Plan and the other Employee Benefits Plan have been terminated; (xiii) evidence satisfactory to the Buyer of payment in full of all Transaction Fees effective as of the Closing; (xiv) an investment questionnaire from each SellerSeller in form and substance satisfactory to the Buyer; (xv) an agreement, in form and substance reasonably satisfactory to the Buyer, terminating the W▇▇▇▇▇ Phantom Share Agreement, duly executed by wire transfer 2WRCO and D▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (the “W▇▇▇▇▇ Phantom Share Termination Agreement”); (xvi) for each outstanding Company PPP Loan at signing, either (i) a PPP Escrow Agreement, duly executed by the Seller Representative, the applicable PPP Lender and the applicable Company, along with evidence reasonably satisfactory to the Buyer that a loan forgiveness application has been submitted to the PPP Lender for such Company PPP Loan or (ii) evidence reasonably satisfactory to the Buyer that each of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers the loan forgiveness applications for Company PPP Loans outstanding at signing has specified in writing at least two been forgiven by the U.S. Small Business Administration; (2xvii) no less than three (3) Business Days prior to the Closing Date (it being understood thatDate, (1) with respect to Holdings, Schedule A setting forth the delivery of a release instruction to the Escrow Agent Companies’ Funded Indebtedness included in accordance with the terms Assumed Indebtedness as of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and Closing Date; (2xviii) the amount of any dividends that the Company has declared with a record date on or no less than three (3) Business Days prior to the Closing Date, the Estimated Closing Statement, including (A) the Estimated Working Capital, (B) the Estimated Closing Cash and which (C) the Buyers are entitled to receive under the terms herein, shall, Estimated Assumed Indebtedness; and (xix) such other documents or instruments in form and substance reasonably acceptable to the extent Buyer as the Buyers have not received such dividends Buyer may deem reasonably necessary or as of may be required to consummate the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);transactions contemplated hereby. (iib) On At the Closing DateClosing, subject to Section 1.3(d)(iv) below, Sellers the Buyer shall (1) deliver or cause to be delivered to the Buyers Sellers: (i) the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) cash balance of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of Initial Purchase Price; (1ii) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto Payment Shares (as it may be amended in accordance with Section 1.1) and sufficient to convey to less the Buyers good, valid and marketable title in and to such Purchased Escrowed Shares, free and clear of any and all Liens.); (iii) On evidence reasonably satisfactory to the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares Sellers that the Buyers are obligated to purchase on Buyer has made the Modified Closing Date and (2) Sellers shall take any such action as would be payments required under by Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.2.1; (iv) Notwithstanding anything in this Agreement each of the Employment Agreements, duly executed by an authorized officer of the Buyer; (v) the Management Services Agreement, duly executed by the Buyer; (vi) the Share Transfer Agreement, duly executed by the Buyer; (vii) the Asset Transfer Agreement, duly executed by the Buyer; and (viii) the Escrow Agreement, duly executed by the Buyer. (c) At the Closing, the Buyer shall also deliver, or cause to be delivered, the Escrowed Shares to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofEscrow Agent.

Closing Deliveries. (a) At the Closing, Buyer shall deliver the following to the Seller or its designees: (i) On payment of the Closing Date, subject Cash Payment and the Aggregate Share Consideration to the Seller pursuant to Section 1.3(d)(iv1.1; (ii) below and in accordance with Section 1.2(a), payment of the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior Closing Debt Amount to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery applicable holders of a release instruction to the Escrow Agent such Indebtedness in accordance with the terms of the Escrow Agreement applicable Pay-Off Letters; (iii) payment of the Transaction Expenses to the applicable Persons and in accordance with the terms of the applicable Pay-Off Letters; and (iv) a certificate executed by an officer of Buyer that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied. (b) At the Closing, the Seller shall deliver, or cause to be deemed delivered, the following to satisfy this requirement Buyer: (i) a certificate executed by an executive officer of the Company and the Seller that the conditions set forth in Sections 7.2(a), (b) and (c) have been satisfied; (ii) written resignations, effective as of the Closing, in form and substance reasonably satisfactory to Buyer, of each officer and manager of the Company and each Company Subsidiary (other than any individual specified by Buyer in writing not less than two Business Days prior to the Closing), or, to the extent that any such resignations are not obtained, copies of the necessary corporate, limited liability company or partnership actions to effect the removal of each such officer and manager whose resignation was not so obtained; (iii) a written consent of Seller amending that certain operating agreement of the Company, dated as of the Closing Date (as amended, modified and supplemented, the “Operating Agreement”), effective as of the Closing, in a form reasonably satisfactory to Buyer and the Seller; (iv) evidence of the assignment and transfer of the Interests to Buyer by Seller, effective as of the Closing, in form and substance reasonably satisfactory to Buyer; (v) copies of Pay-Off Letters with respect to the Escrow Funds deposited by Holdings Transaction Expenses and the Closing Debt Amount to be paid at the Closing pursuant to Sections 1.1(c) and (2d), respectively, of this Agreement; (vi) a certificate (the amount “Closing Consideration Certificate”) executed by an executive officer of any dividends that the Company has declared with a record date on or prior to and the Seller setting forth the Transaction Expenses, the Closing DateIndebtedness and the Closing Cash of the Company and the Company Subsidiaries, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends each calculated as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (iivii) On termination agreements relating to any contract or agreement, except for the Closing Datecontracts or agreements set forth on Section 1.3 of the Company Disclosure Letter, subject to Section 1.3(d)(iv) belowbetween the Company or any Company Subsidiary, Sellers shall (1) deliver on the one hand, and any equity holder of the Company, any Company Subsidiary or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu any affiliate of any such certificates, Sellers may arrange for an appropriate electronic transfer equity holder (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of other than the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take or any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they willSubsidiary), on the Closing Dateother hand, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 which shall have been executed and delivered by each party thereto; and (which notice shall specify viii) the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”certificate contemplated by Section 6.7(b)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (ia) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on At or prior to the Closing DateClosing, and which the Buyers are entitled to receive under the terms hereinCompany will issue, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers Purchaser (or to each Individual Purchaser, as the certificates, if any, representing case may be) the Purchased Sharesfollowing (“Company Deliverables”): (i) this Agreement, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of Company; (1ii) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Sharesstock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 4.2(b)), evidencing the Shares to be purchased by each Individual Purchaser, which for any such Individual Purchaser shall be equal to (A) ( 1) the aggregate number of shares of Common Stock to be purchased by the Purchaser, multiplied by (2) the percentage allocation specified for such Individual Purchaser in Annex I hereto, and (B) (1) the aggregate number of shares of Nonvoting Preferred Stock to be purchased by the Purchaser, multiplied by (2) the percentage allocation specified for such Individual Purchaser in Annex I hereto, registered in the name of the applicable Individual Purchaser or as otherwise set forth on such Individual Purchaser’s Stock Certificate Questionnaire included as Exhibit A hereto (“Stock Certificates”); (iii) a legal opinion of Company Counsel, dated as of the Closing Date, in substantially the form attached hereto as Exhibit B, executed by such counsel and addressed to the Purchaser, which opinion shall be identical in all Liensmaterial respects to any opinion that may be delivered to the Other Purchasers as part of the Private Placement; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit C, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors approving the transactions contemplated by the Transaction Documents, including the issuance of the Shares under this Agreement and the shares of Common Stock under the Other Purchase Agreements, (b) certifying the current versions of the Constituent Documents of the Company, and (c) certifying as to the signatures and authority of the individuals signing the Transaction Documents and related documents on behalf of the Company; (vi) a certificate of the Chief Executive Officer of the Company, in substantially the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.l(a), 5.l(b) and 5.lG); and (vii) a Certificate of Good Standing and a Certificate of Existence for the Company from the Louisiana Secretary of State dated as of a recent date. (b) At or prior to the Closing, the Purchaser (or each Individual Purchaser, as the case may be) will deliver or cause to be delivered to the Company the following (“Purchaser Deliverables”): (i) this Agreement, duly executed by each Individual Purchaser; (ii) the Subscription Amount, in U.S. dollars and in immediately available funds, by wire transfer in accordance with the Company’s written instructions; provided that each Individual Purchaser shall so deliver its portion of the Subscription Amount in the amount specified for such individual in Annex I hereto. (iii) On the Modified Closing DateRegistration Rights Agreement, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.duly executed by each Individual Purchaser; and (iv) Notwithstanding anything a fully completed Stock Certificate Questionnaire for each Individual Purchaser in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled form attached hereto as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.Exhibit A.

Closing Deliveries. (i) On At Closing the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall parties will deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto following in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior form and substance reasonably satisfactory to the Closing Date other parties: (it being understood that, (1a) with respect to Holdings, the delivery of a release instruction ACS2 will deliver to the Escrow Agent in accordance LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Datestock powers attached; provided, however, no that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such offset with respect party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to dividends the receiving party(ies). (h) Each party shall apply to Company Shares not actually purchased deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by Buyers)the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) On Incumbency Certificates certifying the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) identity of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect officers of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) delivering party and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.its subsidiaries; and (iii) On Charters or Operating Agreements, as certified by the Modified Closing Dateappropriate Secretary of State within ten (10) business days of Closing, (1) the Buyers shall take any such action and Bylaws, as would be required under Section 1.3(d)(i) in respect certified by an appropriate officer as of Closing, of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date delivering party and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Dateits subsidiaries. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares copies of all resolutions and/or unanimous written consent actions adopted by reason or on behalf of the failure board of any Closing Condition to be fulfilled directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the Termination Date, if on the day prior date of Closing in form reasonably acceptable to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofreceiving party.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver or cause to be delivered to Sellers each Purchaser the cash amounts set forth on Schedule I hereto following: (i) one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in respect Section 4.1(b) hereof), evidencing such number of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior Shares equal to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery number of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received Units indicated below such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers Purchaser's name on the Closing Date; providedsignature page of this Agreement, however, no registered in the name of such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Purchaser; (ii) On an Additional Investment Right, registered in the Closing Datename of such Purchaser, subject pursuant to Section 1.3(d)(ivwhich such Purchaser shall have the right to acquire such number of Underlying Shares indicated below such Purchaser's name on the signature page of this Agreement, on the terms set forth therein; (iii) belowa legal opinion of Company Counsel, Sellers in the form of Exhibit B, executed by such counsel; and (iv) duly executed Transfer Agent Instructions acknowledged by the Company's transfer agent. (b) At the Closing, each Purchaser shall (1) deliver or cause to be delivered to the Buyers Company an amount equal to the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated Per Unit Purchase Price multiplied by the Buyersnumber of Units indicated below such Purchaser's name on the signature page of this Agreement, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose. (c) Notwithstanding anything to the contrary in this Section 2.2, in the case event that the Company cannot deliver all of the items set forth in Section 2.2(a) above, each Purchaser shall instead deliver the purchase price set forth in Section 2.2(b) to the Company Counsel, to be held by the Company Counsel in escrow on behalf of the Purchasers. Upon confirmation from the Purchaser Counsel of receipt by the Purchasers of all the items set forth in Section 2.2(a) above (1) and (2which may be in writing or via email), in respect the Company Counsel shall release the escrow funds to the Company. In the event all of the Purchased Shares to be purchased on the Closing Date as items set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.12.2(a) and sufficient to convey are not delivered to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to Purchasers within one Trading Day after the Closing Date, Buyers provide written notice the Purchasers shall have the right to RiverNorth demand that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify Counsel release the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced escrow funds to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, Purchasers. The Company Counsel hereby acknowledges and Closing shall proceed agrees to act as escrow agent in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv2.2(c). The Company Counsel (i) modifies shall be entitled to rely on any written or email communication received from the obligation Purchaser Counsel without any requirement to ascertain that the person(s) who have executed or conveyed such communication are authorized to do so or are the persons named therein or otherwise to pass upon any requirements of the Buyers to purchase the Purchased Shares, subject to the terms such communication that may be essential for its validity and conditions (ii) shall not be liable for any acts or omissions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofany kind any unless caused by its own gross negligence or willful misconduct.

Closing Deliveries. At the Closing: (a) each Founder shall deliver or cause to be delivered: (i) On to New United, such documents or instruments as may be necessary or that New United may reasonably request in order to effect the Closing Datemerger of each of the Founder Newcos into New United, subject to Section 1.3(d)(iv) below and in accordance with the Founder Newco Merger Agreements and this Agreement, including (if applicable) (A) delivery of certificates representing all of the issued and outstanding limited liability company membership interests of the applicable Founder Newco for cancellation against delivery of the applicable Founder Consideration Shares and (B) evidence of the full and unconditional release of any Liens and Restrictions on the shares of United Common Stock held by each of the Founder Newcos, as set forth in Section 1.2(a2.2(b); (ii) to Liberty, Liberty Global, New United and each other Founder, duly executed counterparts of the Stockholders Agreement; (iii) to New United and each other Founder, duly executed counterparts of the Voting Agreement; and (iv) if such Founder is a Series E Holder, (A) to United, the stock certificate or stock certificates representing all shares of United Series E Preferred Stock held by such Series E Holder for cancellation against delivery of the appropriate number of shares of Surviving Entity Class A Stock, as contemplated by the United/New United Merger Agreement, and (B) to New United and each other Series E Holder, duly executed counterparts of the Exchange Agreement. (b) Liberty Global shall deliver or cause to be delivered: (i) to New United, the stock certificate or stock certificates representing the Liberty Global Shares, all duly endorsed in blank or with separate notarized stock powers attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documentary or transfer tax stamps affixed; (ii) to New United, Liberty and each Founder, duly executed counterparts of the Stockholders Agreement; (iii) to New United and Liberty, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; and (iv) to New United and Liberty, duly executed counterparts of the New United Covenant Agreement. (c) ▇▇▇▇▇▇▇▇▇ shall deliver to New United a stock certificate representing one share of United Class A Stock, duly endorsed in blank or with a separate notarized stock power attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documents or transfer tax stamps affixed. 50 (d) Liberty shall deliver or cause to be delivered: (i) to New United, (A) the Belmarken Notes or the proceeds thereof, in each case in proper form for transfer, (B) appropriate instruments, duly executed by Liberty Sub, assigning all of Liberty Sub's rights and obligations under the Belmarken Loan Agreements, (C) payment of the Cash Contribution, (D) the Note Shares and (E) the Liberty UPC Bonds and/or the Restructuring Proceeds, in each case in proper form for transfer; (ii) to New United and LMI, duly executed counterparts of the No Waiver Agreement; (iii) [Reserved.] (iv) to New United, Liberty Global and each Founder, duly executed counterparts of the Stockholders' Agreement; (v) to New United and Liberty Global, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; (vi) to United and Liberty Global, duly executed counterparts of the United/Liberty Agreement; (vii) to Liberty Global and New United, duly executed counterparts of the New United Covenant Agreement; and (viii) to UIPI (A) payment of the Note Repayment Amount by delivery of cash, Liberty 2009 Notes or a combination thereof, as provided in Section 2.3 and (B) if applicable, a duly executed counterpart of the Liberty 2009 Notes Registration Rights Agreement. (e) New United shall deliver or cause to be delivered: (i) to Liberty Global or the appropriate 4 Contributing Party or Contributing Parties, newly issued stock certificates representing the Liberty Global Consideration Shares; (ii) to each Founder, newly issued stock certificates representing the Founder Consideration Shares to be issued to such Founder pursuant to Section 2.2(b), registered in the Buyers name of such Founder; (iii) to Liberty or the appropriate Contributing Party or Contributing Parties, newly issued stock certificates representing the Liberty Consideration Shares and the Liberty Contribution Shares; (iv) to Liberty, appropriate instruments, duly executed by New United, assuming all of Liberty Sub's obligations under the Belmarken Loan Agreements; (v) to Liberty and LMI, duly executed counterparts of the No Waiver Agreement; (vi) to Liberty Global, Liberty and each Founder, duly executed counterparts of the Stockholders Agreement; (vii) to each Founder, duly executed counterparts of the Voting Agreement; (viii) to Liberty Global and Liberty, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; (ix) to United, duly executed counterparts 4 of the Certificate of Merger and the Preferred Exchange Agreement; (x) to each Series E Holder, duly executed counterparts of the Exchange Agreement; and (xi) to Liberty and Liberty Global, duly executed counterparts of the New United Covenant Agreement. (f) United shall deliver or cause to be delivered: (i) to New United, duly executed counterparts of the Certificate of Merger and the Preferred Exchange Agreement; 51 (ii) to Liberty, (A) the $310,000,000 Notes for cancellation against payment of the Note Repayment Amount by delivery of cash, Liberty 2009 Notes or a combination thereof, as provided in Section 2.3, (B) if applicable, a counterpart of the Liberty 2009 Notes Registration Rights Agreement, duly executed by UIPI and United and (C) an appropriate instrument, duly executed by United and by each beneficiary of the Liberty Guaranty, irrevocably releasing Liberty from all of its obligations under the Liberty Guaranty; and (iii) to Liberty and Liberty Global, duly executed counterparts of the United/Liberty Agreement; and (iv) to each Series E Holder, newly issued stock certificates representing the shares of Surviving Entity Class A Stock to be issued to such Series E Holder, as contemplated by the United/New United Merger Agreement, registered in the name of such Series E Holder. (g) LMI shall deliver or cause to be delivered to Sellers New United and Liberty, duly executed counterparts of the No Waiver Agreement. (h) Each of the parties shall also deliver or cause to be delivered the certificates, opinions and other documents required by Articles VIII, IX, X, XI and XII. (i) All shares of New United Class C Stock required to be delivered to a Liberty Party shall be represented by newly issued stock certificates registered in the name of the applicable Liberty Party or, at its direction, an Affiliate thereof. All payments of cash amounts set forth on Schedule I hereto in respect of each Seller, to be made to a party or an Affiliate thereof shall be made by wire transfer of immediately available funds to an account or accounts at a domestic bank identified by the applicable party by written notice to the party making or causing to be made such accounts as RiverNorth Capital on behalf of Sellers has specified in writing payment at least two (2) three Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liensapplicable Closing. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. At or prior to the Closing: (a) The Acquirer shall: (i) On deliver the Closing DateEscrow Shares to the Escrow Agent to be held pursuant to the Escrow Agreement; (ii) deliver the Exchange Shares to such Owners, subject to such accounts as are set forth across from each Owner’s name on Schedule 2.11(a)(ii); (iii) deliver to the Owners’ Representative a counterpart signature page to the Escrow Agreement, duly executed by the Acquirer. (iv) deliver to the Owners’ Representative the counterpart signature page to the Registration Rights and Lock-Up Agreement, duly executed by the Acquirer; (v) deliver to the Owners’ Representative a certificate signed by an authorized officer of the Acquirer stating that the conditions specified in Section 1.3(d)(iv8.3(a) below and Section 8.3(b) have been satisfied; (vi) deliver written resignations (in accordance with Section 1.2(aeach case, effective as of the Closing) of each director of the Acquirer (other than ▇▇▇▇ ▇▇▇▇▇); (vii) a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Acquirer, stating that the conditions specified in Sections 8.3(a), 8.3(b) and 8.3(c) have been satisfied; (viii) deliver to the Buyers Target Company and the Owners’ Representative a certificate signed by the Secretary of the Acquirer certifying as to (A) the certificate of incorporation and bylaws (or equivalent governing documents) of the Acquirer and Merger Sub, (B) the resolutions adopted by the Board of Directors of the Acquirer and ▇▇▇▇▇▇ Sub regarding this Agreement and the transactions contemplated hereby, and (C) the names and signatures of the officers of the Acquirer and the Merger Sub authorized to sign this Agreement; and (ix) such other documents, instruments or certificate as reasonably requested by the Target Company or the Owners’ Representative. (b) The Target Company and the Owners, as applicable, shall deliver (or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2delivered) Business Days prior to the Closing Date Acquirer each of the following (it being understood that, (1) with respect to Holdings, the delivery of each in a release instruction form and substance reasonably satisfactory to the Escrow Agent Acquirer): (i) certificates, duly endorsed in accordance with the terms blank or accompanied by a stock power duly endorsed in blank, or other applicable instruments of the Escrow Agreement shall be deemed to satisfy this requirement assignment, in each case, with respect to the Escrow Funds deposited Target Company’s Equity Interests; (ii) certificate of merger in such form as is required by Holdings and the relevant provisions of the DGCL to effect the Merger; (2iii) the amount a certificate of any dividends that the Company has declared with a record date on good standing (or equivalent thereof), dated not more than ten (10) days prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, with respect to the extent Target Company, issued by the Buyers appropriate government official of the Target Company’s jurisdiction of organization or formation; (iv) an IRS Form W-9 executed by each Owner, as applicable; (v) a counterpart signature page to the Escrow Agreement, duly executed by the Owners’ Representative; (vi) a counterpart signature page to the Registration Rights and Lock-Up Agreement, duly executed by the Owners; (vii) evidence that each Related Party Transaction (other than those set forth on Schedule 2.11(b)(vii)) has been terminated as of the Closing Date with no further liability or other losses to the Acquirer or the Target Company; (viii) written resignations (in each case, effective as of the Closing) of each manager, director or officer of the Target Company set forth on Schedule 2.11(b)(viii), duly executed by each such Person; (ix) a certificate signed by the Owners stating that the conditions specified in Sections 8.2(a), 8.2(b), and 8.2(c) have not received such dividends been satisfied; (x) a certificate signed by the Secretary of the Target Company dated as of the Closing Date, reduce certifying as to (A) the aggregate amount payable certificate of incorporation and bylaws (or equivalent governing documents) of the Target Company, (B) the resolutions adopted by the Buyers Board of Directors of the Target Company regarding this Agreement and the Transactions contemplated hereby and (C) the names and signatures of the officers of the Target Company authorized to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)sign this Agreement; (iixi) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) audited financial statements of the Purchased Shares to one or more accounts designated by Target Company as of and for the Buyers, in the case of each of (1) fiscal years ended 2020 and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended 2021 in accordance with Section 1.112.18; (xii) and sufficient to convey evidence reasonably satisfactory to the Buyers good, valid Acquirer that all Convertible Notes have been converted into Target Company Common Stock and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would there are no Convertible Notes or other convertible debt instruments convertible into Target Company Equity Interests that will be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled outstanding as of the Termination Date, if on the day prior Effective Time; (xiii) evidence reasonably satisfactory to the Closing Date, Buyers provide written notice Acquirer that holders of Target Company Stock Options have acknowledged receipt of each Target Company Stock Option; (xiv) an executed Owner ▇▇▇▇▇▇▇ for each Owner other than the Owners who are signatories to RiverNorth that they will, on this Agreement as of the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 date hereof (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”))including, for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation all Persons who become Owners of Target Company Common Stock as a result of the Buyers to purchase conversion of any Convertible Notes held by such Person or the Purchased Shares, subject exercise of any Target Company Options or Target Company Warrants prior to the terms and conditions of this Agreement. Nothing Effective Time); and (xv) such other documents, instruments or certificates as shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofbe reasonably requested by Acquirer.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers shall Seller will deliver or cause to be delivered to Sellers the cash amounts Buyer: (i) [omitted]; (ii) a Transition Services Agreement by and between the Buyer and the Debtor (the “Transition Services Agreement”) acceptable to the Buyer; (iii) a ▇▇▇▇ of sale in substantially the form of Exhibit C (the “▇▇▇▇ of Sale”) executed by Seller; (iv) an assignment and assumption agreement by and between the Buyer and Debtor in substantially the form of Exhibit D (the “Assignment and Assumption Agreement”) acceptable to the Buyer; (v) assignments of all Purchased Intellectual Property in substantially the forms of Exhibits E-1 and E-2 (collectively, the “IP Assignments”) executed by the Seller; (vi) the supply agreement for Bivio B7000 platforms by and between Debtor and the Buyer, acceptable to the Buyer (the “Supply Agreement”); (vii) a certificate in the form of Exhibit H, dated as of the Closing Date, executed by the Seller confirming the satisfaction of the conditions specified in Sections 6.1; (viii) a receipt for the Cash Price, in form reasonably satisfactory to the Buyer; (ix) stock certificate in the Debtor Sub (the “UK Stock Transfer”); (x) such other documents, instruments and agreements as the Buyer reasonably requests for the purpose of consummating the transactions contemplated by this Agreement as set forth on Schedule I hereto in respect section 5.1(a); (xi) the Officer Certificate updated as of each the Closing Date; and (xii) a certificate in commercially reasonable form confirming and verifying Seller’s representations and warranties set forth in Section 3.1 of this Agreement. (b) At the Closing, the Buyer will deliver or cause to be delivered to the Seller: (i) by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified an account designated by the Seller in writing at least two (2) no later than five Business Days prior to the Closing Date (it being understood that, (1) with respect to HoldingsDate, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and Cash Price; (2ii) the amount ▇▇▇▇ of any dividends Sale and the IP Assignments, if any, that call for a signature by the Company has declared with Buyer; (iii) [omitted]; (iv) a record date on or prior to certificate, in the Closing Dateform of Exhibit K, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends dated as of the Closing Date, reduce the aggregate amount payable executed by the Buyers to Sellers on Buyer confirming the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)satisfaction of the conditions specified in Sections 6.2; (iiv) On the Closing DateSupply Agreement, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Buyer; and (iiivi) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.[omitted]; (ivvii) Notwithstanding anything in this Agreement to such other documents, instruments and agreements as the contrary, unless Seller reasonably requests for the Buyers would not be obligated to purchase purpose of consummating the Purchased Shares transactions contemplated by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver deliver, or cause to be delivered delivered, to Sellers each Investor the cash amounts following: (i) one or more stock certificates (or copies thereof provided by the Transfer Agent), free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing such number of the Common Shares set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to opposite such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers Investor’s name on the Closing Date; providedSchedule of Investors attached hereto as Exhibit A, however, no registered in the name of such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Investor; (ii) On a legal opinion of Company Counsel, in the form of Exhibit C, executed by such counsel; (iii) duly executed Transfer Agent Instructions acknowledged by the Transfer Agent; and (iv) evidence of filing with each applicable Trading Market of an additional shares listing application covering all of the Common Shares (and, if applicable, evidence of conditional listing approval). (b) The Agent shall notify the Investors of the Closing DateDate in writing as soon as practicable. No later than the seventh calendar day preceding the Closing Date as so notified by the Agent, subject to Section 1.3(d)(iv) beloweach Investor shall deliver, Sellers shall (1) deliver or cause to be delivered delivered, to the Buyers Escrow Agent the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) aggregate Purchase Price of the Purchased number of the Common Shares set forth opposite such Investor’s name on the Schedule of Investors attached hereto as Exhibit A, in United States dollars and in immediately available funds, by wire transfer to one or more accounts an account of the Escrow Agent designated in writing to the Investors by the BuyersAgent for such purpose or by certified check or bank draft payable to “▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, in trust”. Each of the case Investors hereby acknowledges and agrees that the Escrow Agent shall pay such Purchase Price to the Company at the Closing, solely upon the direction of the Agent and without any further instructions, direction or confirmation of such Investor. Furthermore, each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of Investors hereby waives any and all Liens. (iii) On claims that he, she or it has, or may have in the Modified Closing Datefuture, (1) against the Buyers shall take any Escrow Agent as a result of, or arising from or in connection with, the Escrow Agent making such action as would be required under Section 1.3(d)(i) in respect payment to the Company upon the direction of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date Agent, and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect each of the Company Shares that Sellers are obligated to sell on Investors hereby releases the Modified Closing DateEscrow Agent from any and all such claims. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)At Closing, the Buyers Parties shall perform the following acts and shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Sellerfollowing documents, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement which shall be deemed to satisfy this requirement have concurrently occurred: (a) the Purchaser shall subscribe the Shares of the Capital Increase, execute a Shareholders’ Meeting of the Company approving such capital increase, substantially in the form provided in Schedule 4.2(a) hereto, and pay the Primary Purchase Price as described in Section 2.2(a) above in immediately available funds, in accordance with respect Section 2.3 above; (b) the Purchaser shall pay to the Escrow Funds deposited Sellers the Secondary Purchase Price as described in Section 2.2(b) above, in immediately available funds, in accordance with Section 2.3 above; (c) each of the Sellers shall deliver to the Purchaser a receipt of the portion of the Secondary Purchase Price paid directly to such Sellers, substantially in the form provided in Schedule 4.2(c) hereto; (d) the Sellers shall transfer the Shares of Sellers to the Purchaser by Holdings executing the relevant transfer orders in the Share Transfer Registry Book (Livro de Registro de Transferência de Ações Nominativas) of the Company, duly signed by the Sellers and shall deliver to the Purchaser a copy of the transfer terms; (e) the Sellers shall cause the Company to make the relevant annotations in the Share Registry Book (Livro de Registro de Ações Nominativas) of the Company, reflecting the ownership of the Shares by Purchaser and shall deliver to the Purchaser a copy of the relevant annotation; (f) the Sellers shall deliver to the Purchaser a copy of (1) the relevant transfer order in the Share Transfer Registry Book (Livro de Registro de Transferência de Ações Nominativas) of Rock World, reflecting the transfer of the Shares in Rock World to the Company; and (2) the amount relevant annotations in the Share Registry Book (Livro de Registro de Ações Nominativas) of any dividends that Rock World reflecting the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as ownership of the Closing Date, reduce the aggregate amount payable Shares in Rock World by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Company; (iig) On the Closing Date, subject to Section 1.3(d)(iv) below, Purchaser and Sellers shall execute the Company Shareholders’ Agreement substantially in the form provided in Schedule 4.2(g) hereto; (h) the Purchaser and Sellers shall hold and cause to be held pursuant to the Shareholders’ Agreement of the Company (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect a Shareholders’ Meeting of the Company Shares that and a Shareholders’ Meeting of Rock World substantially in form of Schedules 4.2(h)(1) and 4.2(h)(2) hereto to (i) approve amendment of the Buyers are obligated to purchase on by-laws of the Modified Closing Date Company and Rock World, respectively; (ii) approve election of the members of the Board of Directors of the Company and Rock World; and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect a Board of Directors’ Meeting of the Company Shares that Sellers are obligated and a Board of Directors’ Meeting of Rock World to sell on approve election of the Modified Closing Date.officers of the Company and Rock World; (ivi) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason Purchaser and Sellers shall execute a pledge agreement of the failure Pledged Interests, as provided in Section 8.8 below, substantially in the form of any Closing Condition to be fulfilled as Schedule 4.2(i) herein; and (j) ▇▇▇▇▇▇▇ and the Company shall execute an employment agreement, substantially in the form of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv4.2(j) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofherein.

Closing Deliveries. At the Founders Closing: (a) Parent shall: (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to OP Buyer, by wire transfer of immediately available funds to the account or accounts designated by OP Buyer in writing at least two (2) business days prior to the Closing Date, the Parent Loan in an amount as provided by Section 2.1; (ii) contribute, or cause to be contributed, to PH Buyer an amount equal to the PH Consideration Loan Amount as provided in Section 2.6; (iii) execute and deliver to the Sellers the cash amounts set forth on Schedule I hereto Escrow Agreements; (iv) deliver to the Company, by wire transfer of immediately available funds, an amount equal to the OP Parent Contribution; (v) deliver or cause to be delivered to the Sellers written evidence of the OP Buyer Subscription in respect of form and substance reasonably satisfactory to the Sellers; (vi) cause the OP Buyer to deliver or cause to be delivered to each Seller, by wire transfer of immediately available funds to the account or accounts designated by such accounts as RiverNorth Capital on behalf of Sellers has specified Seller to Parent in writing at least two (2) Business Days business days prior to the Closing Date Date, such Seller’s At Closing OP Purchase Price; and (it being understood thatvii) subject to the first sentence of Section 6.2, (1) cause the OP Buyer to deposit or cause to be deposited with respect to Holdingseach Seller, by wire transfer of immediately available funds, an amount equal to such Seller’s Escrowed OP Purchase Price, to be held in a separate escrow account (an “Escrow Account”) in accordance with the terms of a separate escrow agreement in a form or forms to be consistent with the provisions of this Agreement and on such other terms as reasonably agreed by the applicable Sellers and Parent (collectively, the delivery of a release instruction “Escrow Agreements”), to be entered into with an escrow agent to be identified by each Seller (and reasonably acceptable to Parent) prior to the Founders Closing (each, the “Escrow Agent Agent”); (b) OP Buyer shall: (i) execute and deliver to Parent the Parent Note; and (ii) to the extent necessary to ensure that PH Buyer has sufficient funds to remit the aggregate PH Consideration pursuant to Section 2.3, deliver to PH Buyer, by wire transfer of immediately available funds, an amount equal to the PH Consideration Loan Amount; (c) the PH Buyer shall: (i) deliver to Parent written evidence of the full repayment of the PH Buyer Note in form and substance reasonably satisfactory to Parent; (ii) deliver to Parent written evidence of the PH Buyer Distribution in form and substance reasonably satisfactory to Parent; (iii) deliver or cause to be delivered to each Seller, by wire transfer of immediately available funds to the account or accounts designated by such Seller to Parent in writing at least two (2) business days prior to the Closing Date, such Seller’s At Closing PH Purchase Price; (iv) subject to the first sentence of Section 6.2, deposit or cause to be deposited with respect to each Seller, by wire transfer of immediately available funds, an amount equal to such Seller’s Escrowed PH Purchase Price, to be held in the Escrow Account in accordance with the terms of the Escrow Agreement shall be deemed Agreements; and (d) the Sellers shall: (i) deliver to satisfy this requirement OP Buyer a duly executed assignment and assumption agreement or other conveyance document with respect to the Escrow Funds deposited by Holdings Purchased OP Units, in each case, in form and (2) substance reasonably satisfactory to Parent and the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Sellers; (ii) On the Closing Date, subject deliver to Section 1.3(d)(iv) below, Sellers shall (1) deliver PH Buyer a duly executed assignment and assumption agreement or cause to be delivered other conveyance document with respect to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the BuyersPH Units, in the case of each of (1) and (2)case, in respect of form and substance reasonably satisfactory to Parent and the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Sellers; (iii) On the Modified Closing Date, (1) deliver to the Buyers shall take any such action as would be required under a duly executed certificate of non-foreign status in the form and manner that complies with Section 1.3(d)(i) in respect 1445 of the Company Shares that Code and the Buyers are obligated Treasury Regulations promulgated thereunder, and in form and substance reasonably satisfactory to purchase on Parent and the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Sellers; and (iv) Notwithstanding anything in this Agreement to execute and deliver the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofEscrow Agreements.

Closing Deliveries. In connection with the Closing, the Parties shall take the following actions (as of, or promptly following the deliver of funds described in (i) On the Closing Date, subject to Section 1.3(d)(ivbelow)): (i) below and in accordance with Section 1.2(a), the Buyers Purchaser shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller$4,527,211.03, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two an account jointly designated by Sellers; (2ii) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction Purchaser shall deliver to the Escrow Agent the amount of $800,000 (the "Escrow Amount") to be held and disbursed in accordance with the terms Escrow Agreement; (iii) Sellers shall deliver to Purchaser stock certificates representing all of the Escrow Agreement outstanding shares of the Company Stock, free and clear of all Liens, together with such warranty bills of sale, assignments, stock powers and other documents or instruments as shall be deemed reasonably necessary to satisfy this requirement with respect convey to Purchaser full right, title and interest in and to such shares; (iv) the Company shall deliver to Purchaser evidence that all Liens in any of the Company's businesses, assets, properties and operations have been released; (v) each Seller shall certify to Purchaser that all governmental or third party filings, licenses, consents, authorizations, waivers and approvals that are required to be made or obtained for the transfer to Purchaser of the Company Stock have been duly made and obtained without conditions or requirements that are materially adverse to Purchaser; (vi) Purchaser shall deliver to Sellers a certificate signed by an officer of Purchaser to the Escrow Funds deposited effect that all governmental or third party filings, licenses, consents, authorizations, waivers and approvals that are required to be made or obtained by Holdings Purchaser for the transfer to Purchaser of the Company Stock have been duly made and obtained without conditions or requirements that are materially adverse to Sellers; (2vii) Dyke▇▇ ▇▇▇s▇▇▇ ▇▇▇C, counsel to Sellers and the Company, shall deliver to Purchaser an opinion in form and substance reasonably satisfactory to Purchaser; (viii) the amount Company shall deliver to Purchaser a good standing certificate of any dividends that the Company has declared with issued by the Secretary of State of the State of Michigan, dated as of a record date on or within ten (10) days prior to the Closing Date; (ix) the Company shall deliver to Purchaser a copy of its Articles of Incorporation, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as effect as of the Closing Datedate hereof, reduce the aggregate amount payable certified by the Buyers to Sellers on Secretary of State of Michigan and copy of its bylaws as an effect as of the Closing Datedate hereof, as certified by an officer of the Company; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);and (iix) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly each Seller and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) each of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect other principals of the Company Shares that the Buyers are obligated designated by Purchaser shall execute and deliver to purchase on the Modified Closing Date Purchaser a non-compete agreement in form and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated substance satisfactory to sell on the Modified Closing DatePurchaser. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. At the Closing, Seller shall have delivered the following documents to Buyer: (ia) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect A certificate dated as of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, signed by a duly authorized officer of Seller certifying the delivery of a release instruction to the Escrow Agent in accordance with the terms satisfaction of the Escrow Agreement shall be deemed to satisfy this requirement with respect to conditions set forth in Sections 8.1 and 8.2; (b) A certificate of the Escrow Funds deposited by Holdings and (2) the amount secretary of any dividends that the Company has declared with a record date on or prior to the Closing DateSeller, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends dated as of the Closing Date, reduce the aggregate amount payable by the Buyers in form and substance reasonably satisfactory to Sellers on Buyer, as to: (i) certificate of good standing for Seller, dated within fifteen (15) Business Days of the Closing Date; provided(ii) the resolutions of the Board of Directors of Seller authorizing the execution and performance of this Agreement and each Ancillary Agreement to be executed and delivered by Buyer, however, no such offset with respect and the transactions contemplated hereby and thereby; and (iii) the incumbency and signatures of the officers of Seller executing this Agreement and each Ancillary Agreement to dividends shall apply to Company Shares not actually purchased be executed and delivered by Buyers)Seller; (iic) On the The Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause deliveries to be delivered to made by the Buyers the certificates, if any, representing the Purchased SharesSeller under Section 4.2, duly and validly endorsed or accompanied executed by stock powers duly and validly executed in blankSeller; (d) Each employee of Seller listed on Schedule 8.3(d) shall have accepted employment with Buyer; (e) Seller shall have contacted, or (2) in lieu of any such certificateswith Buyer present, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) each of the Purchased Shares following customers and suppliers of the Business to one or more accounts designated introduce each such customer and supplier to Buyer: MAN, Iveco, Daimler AG, EvoBus, Neoplan, WABCO, Total Electronics, Valeo, Audiovox, PeopleNet, Qualcomm, IMS, and Teletrac; and (f) Such other documents as may be reasonably necessary to consummate the transactions contemplated by this Agreement, as reasonably requested by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all LiensBuyer or its counsel. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On The parties will take the Closing Dateactions set forth in this Section 6.2 at the Closing, in each case subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), satisfaction or waiver of the Buyers shall deliver or cause to be delivered to Sellers the cash amounts conditions set forth on Schedule I hereto in respect of each Seller, Sections 11 and 12. (a) Purchaser will deliver to Bayer the consideration described in Section 4.1 by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified the account designated in writing at least two to Purchaser, which account Bayer will designate not fewer than five (25) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified scheduled Closing Date. (ivb) Notwithstanding anything Bayer will, and will cause its Affiliates who own Acquired Assets to, execute one or more bills of sale, in this Agreement a form reasonably acceptable to Purchaser, with respect to all tangible personal property included in the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition Acquired Assets to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they delivered at Closing. (c) Bayer will, on the Closing Dateand will cause its Affiliates who own Acquired Assets to, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall execute one or more domain name assignments in a form to be reduced to the amount derived by multiplying each such number mutually agreed by the quotient resulting from the Notice Amount divided by 57,628,750parties. (d) Bayer, will, and Closing shall proceed will cause its Affiliates to, execute one or more agreements in a form to be mutually agreed to sublicense, in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth , the Biogen Agreement to Purchaser; (e) Bayer will deliver to Purchaser an exclusive license from seeking Biogen Idec to compel specific performance Purchaser to use the ZEVALIN and ZEVAMAB trademarks in the Territory or, alternatively, if such exclusive license cannot be completed prior to Closing, an exclusive license from Bayer to use such marks pending completion of the terms this Agreement exclusive license from Biogen Idec. (f) Bayer will, and will cause its Affiliates to, execute one or more assignments in a form to be mutually agreed to license, in accordance with Section 6.4 the terms and conditions of this Agreement, the Business-Specific Licensed IP. (g) Bayer will, and will cause its Affiliates who own Acquired Assets to, and Purchaser will, execute an instrument of assignment and assumption in form and substance reasonably acceptable to the parties with respect to the Assumed Liabilities, Transferred Contracts, Transferred Permits, and other Acquired Assets and such other instruments as will be reasonably requested by Purchaser to vest in Purchaser title in and to the other Acquired Assets, in accordance with the provisions hereof. (h) Purchaser and Bayer will, or will cause their respective Affiliates to, as appropriate, execute and deliver to each other the following: (i) the Transition Services Agreement in substantially the form attached hereto as Exhibit A (the “Transition Services Agreement”); (ii) the Inventory Agreement in substantially the form attached hereto as Exhibit B (the “Inventory Agreement”); (iii) the Guaranty of Spectrum Parent in substantially the form attached hereto as Exhibit C (the “Guaranty”); (iv) the Regulatory Support Agreement in a form to be mutually agreed by the parties (the “Regulatory Support Agreement”); and (v) the Pharmacovigilance Agreement in a form to be mutually agreed by the parties (the “Pharmacovigilance Agreement”). (i) The parties will deliver the various certificates, instruments and documents required of each of them under Sections 11 and 12.

Closing Deliveries. Prior to or at the Closing, the Sellers or the Companies shall have delivered the following documents: (i) On a certificate of an executive officer of each Company, dated as of the Closing Date, subject to the effect that the conditions specified in Sections 7.2(a) and (b) have been satisfied by such Company (the “Company Closing Certificate”) and a certificate of each Seller, dated as of the Closing Date, to the effect that the conditions specified in Sections7.2(a) and (b) have been satisfied by such Seller (each such certificate, a “Seller Closing Certificate” and, together with the Company Closing Certificate, the “Sell-Side Closing Certificates”); (ii) certificates evidencing the Shares and the Units, properly endorsed by the Sellers to Buyer or with duly executed stock powers attached; (iii) pay-off letters, releases and lien discharges (or agreements therefor) with respect to the Closing Indebtedness reasonably satisfactory to Buyer from each creditor to be paid pursuant to Section 1.3(d)(iv2.5(c); (iv) below and the Escrow Agreement, duly executed by the Representative; (v) a Lease Agreement substantially consistent with the terms set forth in accordance with Section 1.2(a)Exhibit D-1, the Buyers shall deliver or cause to be delivered to Sellers Option Agreement, substantially in form and substance attached hereto as Exhibit D-2, and the cash amounts Right of First Refusal Agreement, substantially in form and substance attached hereto as Exhibit D-3, in each case, duly executed by LT, LLC (collectively, the “New Lease Documents”); (vi) Employment Agreements with the individuals set forth on Schedule I hereto 7.2(d)(vi), in respect form and substance reasonably satisfactory to Buyer, duly executed by such individuals; (vii) written consents to the Transaction from each of the third parties set forth on Schedule 7.2(d)(vii), in form and substance reasonably satisfactory to Buyer; (viii) the IRS Form 8023 and applicable and comparable state or local Tax forms described in Section 6.7(h)(ii), duly executed by the Sellers; (ix) a “FIRPTA” certificate from each Seller, by wire transfer prepared in accordance with Treasury Regulation Section 1.1445-2(b)(2) and dated as of immediately available funds to the Closing Date, certifying that such accounts as RiverNorth Capital on behalf Seller is not a foreign person; (x) evidence of Sellers has specified in writing the termination, at least two (2) Business Days or prior to Closing, of the Closing Date (it being understood thatT▇▇▇▇▇▇▇▇▇ Employment Agreement, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow T▇▇▇▇▇▇▇▇▇ Employment Agreement shall be deemed to satisfy this requirement with respect and pursuant to the Escrow Funds deposited by Holdings and (2) the amount requirements of Treas. Reg. 1.409A-3(j)(4)(ix)(B), without any dividends that the Company has declared with a record date on remaining Liability to Buyer or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as either of the Closing Date, reduce Companies from and after the aggregate amount payable Closing; and (xi) such further documents and instruments required by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For in order to consummate the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofTransaction as may be reasonably requested by Buyer.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Shareholders shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect PSI: (i) an executed counterpart of each SellerEmployment Agreement, duly executed by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two the Executive that is a party thereto; (2ii) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms an executed counterpart of the Escrow Agreement shall be deemed to satisfy this requirement with respect to Facility Lease, duly executed by an authorized representative of the Escrow Funds deposited Landlord; (iii) constructive possession of the Records of PPPI; (iv) a good standing certificate for PPPI issued by Holdings and the Secretary of State of the State of Illinois, no earlier than ten (210) the amount of any dividends that the Company has declared with a record date on or calendar days prior to the Closing Date; (v) an affidavit from the Seller substantially in the form set forth in Section 1.1445-2(b)(2)(iv) of the Treasury regulations, certifying under penalties of perjury that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) a certificate representing all of the issued and outstanding shares of PPPI Stock, duly endorsed in blank or accompanied by a stock power duly endorsed in blank; (vii) a certificate from a duly authorized officer of the Seller, in form reasonably satisfactory to PSI, setting forth the resolutions of the Board of Directors of the Seller authorizing the execution of this Agreement and all Ancillary Agreements to which the Buyers are entitled Seller is a party and the taking of any and all actions deemed necessary or advisable to receive under consummate the terms hereintransactions contemplated herein and therein; and (viii) such other usual and customary documents and instruments as PSI may reasonably request. (b) At the Closing, shall, PSI shall deliver to the extent Seller: (i) the Buyers have not received such dividends as of Cash Payment in the Closing Date, reduce manner and to the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Persons specified in Section 2.5 below; (ii) On a certificate from the Closing DateSecretary or an Assistant Secretary of PSI, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered in form reasonably satisfactory to the Buyers Shareholders, setting forth the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) resolutions of the Purchased Shares Board of Directors of PSI authorizing the execution of this Agreement and all Ancillary Agreements to one or more accounts designated by which PSI is a party and the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear taking of any and all Liens.actions deemed necessary or advisable to consummate the transactions contemplated herein and therein; (iii) On a good standing certificate for PSI issued by the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect Secretary of State of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and State of Delaware no earlier than ten (210) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day calendar days prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on ; and (iv) such other usual and customary documents and instruments as the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofShareholders may reasonably request.

Closing Deliveries. At the Closing: (ia) On ▇▇▇▇▇▇ Europe and the Closing DateFamilies’ Agents shall deliver, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered (with certified copies delivered to Sellers each others), to Newco, Bidco and the cash amounts set forth on Schedule I hereto PE Fund: (i) duly completed signed transfer forms (ordres de mouvement) in favor of Newco or Bidco, as the case may be, with respect to the Target Shares sold or contributed to Newco or Bidco, as the case may be, pursuant to this Agreement, which when all such transfer forms are taken together, effect the transfer to Newco or Bidco, as the case may be, of all the Target Shares to be delivered as at the Closing; (ii) duly completed and signed tax transfer forms (formulaire Cerfa n°2759 DGI) in respect of each Seller, by wire transfer of immediately available funds all the Target Shares to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior be sold to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent Bidco in accordance with the terms of the Escrow this Agreement (three (3) original copies per Seller), it being expressly agreed that Bidco shall sign such forms and that a single tax transfer form shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings completed for sold shares originally divided between bare ownership (nue-propriété) and usufruct (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyersusufruit); (iiiii) On the Closing Date, subject to Section 1.3(d)(ivup-to-date transfer register (registre des mouvements de titres) below, Sellers shall and the shareholders’ accounts (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)fiches individuelles d’actionnaires) of the Purchased Shares Target duly indicating the transfer to one Newco or more accounts designated by the BuyersBidco, in as the case may be, of each of (1) and (2), in respect of all the Purchased Target Shares to be purchased on transferred at the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased SharesClosing, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Encumbrances; (iv) Notwithstanding anything in this Agreement the subscription forms corresponding to the contrary, unless subscriptions described in Sections 3.2 to 3.4 and 4.1 to 4.4; (v) the Buyers would not be obligated to purchase the Purchased Shares by reason minutes of the failure of any Closing Condition to be fulfilled as extraordinary general meeting of the Termination Date, if on Target’s shareholders (actionnaires commanditaires) and the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation meeting of the Buyers to purchase the Purchased SharesTarget’s unlimited partners (associés commandités) which, inter alia, approve and authorize, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance Closing, the Conversion of the terms this Target, approve Newco and Bidco as new Shareholders of the Target and, as the case may be, approve the pledge to be granted to the Banks and its beneficiary; Table of Contents (vi) a copy of the powers of attorney, in agreed form, for each Seller that shall not attend the Closing; (vii) reliance letters for the VDD Report to Newco, Bidco and the Banks in satisfactory form for them; (viii) a copy of the ▇▇▇▇▇▇ Gras Savoye Ré Agreement duly signed, according to Clause 10.3; and (ix) a copy of the duly completed signed transfer forms in favor of Target and the corresponding duly completed and signed tax transfer forms for the ▇▇▇▇▇ Minority Shares and the Gras Minority Shares, according to Section 9.4. (b) Bidco and the PE Fund shall deliver to ▇▇▇▇▇▇ Europe and the Families’ Agents evidence of the wire transfers relating to the full payment of the Purchase Price in accordance with Section 6.4 hereof8.2.

Closing Deliveries. At the Closing: (ia) On GenPar will transfer to the Closing DateSeller the Series A GP Shares, subject and will deliver to Section 1.3(d)(ivthe Seller certificates representing the Series A GP Shares, duly endorsed for transfer or accompanied by a stock power duly executed in blank, and any other documents that are necessary to transfer to the Seller good title to the Series A GP Shares; (b) below Newco will issue to the Seller the Series A LP Shares and the Series B Shares, and will deliver to the Seller certificates representing the Series A LP Shares and the Series B Shares and any other documents that are necessary to transfer to the Seller good title to the Series A LP Shares and the Series B Shares; (c) the Seller will execute and deliver to the Buyers any documents that are necessary to transfer to GenPar and Newco good title to the GP Interest and the LP Interest, respectively, including, without limitation, the Assignment of GP Interest and the Assignment of LP Interest (as defined in Sections 5.1(m) and (n), respectively); (d) GenPar will be admitted to the Partnership as successor general partner in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms 12.19 of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Partnership Agreement; (iie) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to Newco will be delivered admitted to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date Partnership as set forth on Schedule I attached hereto (as it may be amended a limited partner in accordance with Section 1.112.8 of the Partnership Agreement; (f) the Seller will transfer and sufficient deliver to convey GenPar the originals or copies of all of the books, records, ledgers, electronic media, proprietary information and other data and all other written or electronic depositories of information of and relating to the Buyers goodPartnership; (g) ▇▇▇▇▇▇ will cause Elite to execute and deliver to SCMI any documents that are necessary to transfer to SCMI good title to, a valid leasehold interest in or a valid and marketable title in and enforceable right to such Purchased Sharesuse, free and clear of as applicable, any and all Liens.assets owned, leased or otherwise used by Elite, in connection with its provision of services to the Partnership or otherwise (collectively, the "Elite Assets"), including, without limitation, a ▇▇▇▇ of Sale, substantially in the form of Exhibit C attached hereto (the "▇▇▇▇ of Sale"), which ▇▇▇▇ of Sale will include a complete and accurate listing of all of the Elite Assets; and (iii) On the Modified Closing Date, (1h) the Buyers shall take any such action as would be and the Seller will execute and deliver the documents required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as delivered by each of the Termination Date, if on the day prior them pursuant to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.Article V.

Closing Deliveries. (a) The closing of the transactions described in ‎Section 2.1 and ‎Section 2.2 (the “Closing”) shall take place at the offices of White & Case LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or telephonically and by electronic exchange of documents) at 10:00 A.M. Eastern Time, on the Closing Date. (b) At the Closing, Sellers shall deliver, or shall cause to be delivered, to Purchaser: (i) On one or more instruments of assignment for the Units, substantially in the form attached hereto as Exhibit C (the “Assignment Instrument”), signed by the applicable Seller; (ii) officer’s certificates from each Seller, dated as of the Closing DateDate and executed in the name and on behalf of such Seller, subject certifying that all of the conditions set forth in ‎Section 7.1 and ‎Section 7.2 have been satisfied as to Section 1.3(d)(ivsuch Seller; (iii) below resolutions of Sellers authorizing the execution, delivery and performance of this Agreement and the transactions and other documents to be executed by Sellers or any Company Entity contemplated hereby (unless such resolutions have already been delivered to Purchaser on or prior to the date hereof); (iv) an incumbency certificate of managers of Sellers evidencing the identity, authority and capacity of each manager or representative, as applicable, thereof authorized to act as a manager or representative in accordance connection with Section 1.2(athis Agreement; (v) a valid executed IRS Form W-9 (or applicable successor form) from each Seller (or its regarded owner for U.S. federal income Tax purposes); provided that Purchaser’s sole right if a Seller fails to provide such IRS Form W-9 shall be to make appropriate withholdings under Sections 1445 and 1446 of the Code; (vi) a duly executed counterpart of the Transition Services Agreement, substantially in the form set forth in Exhibit B with such updates as reasonably proposed by Purchaser or Sellers and mutually approved by the Parties (in their reasonable discretion), to be executed effective as of Closing by “Service Recipient” and “Service Provider”, as each term is defined therein (the Buyers “Transition Services Agreement”); (vii) a good standing certificate with respect to Sellers and each Company Entity issued by the Secretary of State (or equivalent) of (1) their respective jurisdictions of organization or formation and (2) for each Project Company, the state where the applicable Project is located, in each case, dated within thirty (30) days before such Closing Date; (viii) evidence reasonably satisfactory to Purchaser that the Reorganization has been completed; and (ix) such other documents and instruments as are required to be delivered by Sellers at or prior to the Closing pursuant to Article VII. (c) At the Closing, Purchaser shall deliver deliver, or shall cause to be delivered delivered, to Sellers the cash amounts set forth on Schedule I hereto in respect of Sellers: (i) a duly executed counterpart to each Seller, Assignment Instrument signed by Purchaser; (ii) a wire transfer of immediately available funds in U.S. Dollars in an aggregate amount equal to such accounts as RiverNorth Capital the Estimated Purchase Price; (iii) an officer’s certificate, dated the Closing Date and executed in the name and on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood thatPurchaser, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms certifying that all of the Escrow conditions set forth in Section 8.1 and ‎Section 8.2 have been satisfied; (iv) a duly executed counterpart of the Transition Services Agreement shall by Purchaser; (v) resolutions of Purchaser authorizing the execution, delivery and performance of this Agreement and the transactions and other documents to be deemed executed by Purchaser (or an Affiliate) contemplated hereby (unless such resolutions have already been delivered to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date Sellers on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyersdate hereof); (iivi) On an incumbency certificate of managers of Purchaser evidencing the Closing Dateidentity, subject authority and capacity of each manager or representative, as applicable, thereof authorized to Section 1.3(d)(ivact as a manager or representative in connection with this Agreement; and (vii) below, Sellers shall (1) deliver or cause such other documents and instruments as are required to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed by Purchaser at or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice pursuant to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof‎Article VIII.

Closing Deliveries. (a) On or prior to each Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser (other than the Converting Holders with respect to Section 2.2(a)(ii) – (iv)) the following (the “Company Deliverables”): (i) On book entry evidence of the Shares or a copy of the stock certificates, free and clear of all restrictive and other legends except as provided in Section 4.1(b) hereof, evidencing the Shares subscribed for by the Purchasers hereunder to be registered in the names provided by the Purchasers as set forth on the Stock Certificate Questionnaire attached as Exhibit A-2 hereto (the “Stock Certificates”), with the original Stock Certificates, if the Shares will be represented by stock certificates instead of book entry evidence, to be delivered to the addresses provided by the Purchasers on such Stock Certificate Questionnaires within five Business Days following the Closing. Upon closing of the Merger, the Shares purchased pursuant to this Agreement will be treated as Innovate Common Stock (as defined in the Merger Agreement), which will be converted into Monster Common Stock in accordance with the terms of the Merger Agreement; (ii) this Agreement duly executed by the Company; (iii) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 20% of the number of Shares purchased for cash by such Purchaser, pursuant to this Agreement (excluding all Shares issued in respect of the conversion of Convertible Notes and any Shares issued or issuable pursuant to any Warrant), such Warrant having a per share exercise price equal to $1.2011 per Share, subject to adjustment therein (such Warrant may be delivered within three Trading Days of the applicable Closing Date). The Warrants issued pursuant to this Agreement will constitute Innovate Warrants (as defined in the Merger Agreement), and will be converted into warrants to purchase Monster Common Stock in accordance with the terms of the Merger Agreement; (iv) 90–day Lock-Up Agreements executed by each of the officers and directors of the Company; (v) the Declaration of Registration Rights Agreement substantially in the form attached hereto as Exhibit E duly executed by the Company; (vi) a certificate of the Company’s Secretary (the “Secretary’s Certificate”), dated as of the Closing Date, subject (A) certifying the resolutions adopted by the Company’s Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (B) certifying the current versions of the Company’s certificate of incorporation and bylaws (as the same may have been amended between the date hereof and the Closing Date) and (C) certifying as to Section 1.3(d)(ivthe signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit C; (vii) below and in accordance with Section 1.2(aa certificate (the “Compliance Certificate”), dated as of the Buyers Closing Date and signed by an authorized officer of the Company, certifying to the fulfillment of the conditions specified in Sections 5.1(a) and 5.1(b) in the form attached hereto as Exhibit D; and (viii) a certificate evidencing the good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within five days of the Closing Date. (b) On or prior to the applicable Closing, each Purchaser (other than Converting Holders) shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I Company (the “Purchaser Deliverables”), a fully completed and duly executed Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits A-1 and A-2, respectively. (c) At least 2 days before each Closing Date, each Purchaser (other than Converting Holders) shall deliver its Actual Cash Subscription Amount in respect of each Seller, United States dollars and in immediately available funds by wire transfer of to the following Escrow Account: PNC Bank 3▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ABA #: 0▇▇▇▇▇▇▇▇ Account Number: 5605012373 Account Name: Delaware Trust Company FFC: Innovate Biopharmaceuticals, Inc. Acct #: 79-3232 (MUST INCLUDE SUBSCRIBER’S NAME) provided that if the Closing or Merger is not consummated by 5:00 p.m., New York City time, on the Outside Date, as defined in the Merger Agreement, upon request by a Purchaser (other than Converting Holders), the Company shall, within three (3) Business days thereof, return, or cause to be returned, the Actual Cash Subscription Amount (in United States dollars and in immediately available funds by wire transfer) paid by such Purchaser to an account specified by such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two Purchaser. (2d) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on On or prior to the Closing DateClosing, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends each Placement Agent shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificatesCompany, if any, representing the Purchased Shares, a fully completed and duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, Placement Agent Questionnaire in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I form attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.Exhibit B.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver or cause to be delivered to Sellers each Purchaser the cash amounts set forth following: (i) a Note, registered in the name of such Purchaser, in the principal amount indicated on Schedule I A hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)heading “Note Principal Amount”; (ii) On a Warrant A, registered in the Closing Datename of such Purchaser, subject pursuant to Section 1.3(d)(ivwhich such Purchaser shall have the right to acquire such number of Underlying Shares indicated on Schedule A hereto under the heading “Warrant Shares”. (iii) belowa Warrant B, Sellers registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire (1i) such number of Underlying Shares indicated on Schedule A hereto under the heading “Warrant B Shares”, and (ii) an Additional Warrant, pursuant to which such Purchaser shall have the right to acquire such number of Underlying Shares indicated on Schedule A hereto under the heading “Additional Warrant Shares”, each on the terms set forth therein; (iv) the legal opinion of Company Counsel, in the form of Exhibit D, executed by such counsel and delivered to the Purchasers; (v) the Security Agreement executed by the parties thereto; (vi) duly executed Transfer Agent Instructions acknowledged by the Company’s transfer agent; and (vii) any other document reasonably requested by the Purchasers or Purchaser Counsel. (b) At the Closing, each Purchaser shall deliver or cause to be delivered to the Buyers Company the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any purchase price indicated below such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased Purchaser’s name on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms signature page of this Agreement based on under the heading “Purchase Price”, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofpurpose.

Closing Deliveries. (i) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers shall deliver or cause to be delivered to Sellers Investor will pay the Stock Purchase Price in cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing an account designated upon by the Company at least two (2) ten Business Days prior to the Closing Date (it being understood that, (1) with respect to HoldingsClosing. At the Closing, the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through one or more third parties as may be applicable, the following legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith at the Closing: (a) Share certificates, evidence of delivery of a release instruction uncertificated shares of Class A Common Stock by book-entry or other evidence of the issuance of Class A Common Stock to the Escrow Agent in accordance with Investor; (b) The Registration Rights Agreement between the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings Investor and (2) the amount of any dividends that the Company has declared with a record date on or prior to substantially in the Closing Date, and which form attached hereto as Exhibit A (the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers“Registration Rights Agreement”); (iic) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers The Investor shall (1) deliver or cause to be have executed and delivered a letter to the Buyers the certificates, if any, representing the Purchased Shares, duly Company setting forth certain representations and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey undertakings related to the Buyers good, valid and marketable title Investor’s ownership of Class A Common Stock in and a form reasonably acceptable to such Purchased Shares, free and clear the board of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect directors of the Company Shares that and which allows the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect board of directors of the Company Shares to reasonably conclude that Sellers are obligated to sell the ownership waiver and Excepted Holder Limit (as defined in the Company’s Charter) described in Section 2.4(d) will not jeopardize the Company’s status as a REIT under the Code, and make the other determinations required by the Charter in connection with granting such waiver and Excepted Holder Limit; (d) Based on the Modified Closing Date.shareholder representation letter described in Section 2.4(c), the board of directors of the Company shall have granted an exception to the Aggregate Share Ownership Limit set forth in the Charter, providing the Investor requiring such an exception with an Excepted Holder Limit as is necessary for the Investor to own shares of Class A Common Stock without a violation of the Aggregate Share Ownership Limit set forth in the Charter; and (ive) Notwithstanding anything in this Agreement to If requested by the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they willCompany, on the Closing Dateone hand, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify or the amount Buyers will purchase Investor, on the Closing Date (other hand, each party hereto shall provide to the requesting party a certified copy of all appropriate corporate resolutions or company actions authorizing the execution, delivery and performance by such amount, the “Notice Amount”)), for purposes party of this Section 1.3Agreement, each amount on Schedule I hereto shall be reduced to any related documents and the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing documents listed in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof2.4.

Closing Deliveries. (i) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver or cause to be delivered to Sellers each Investor the cash amounts set forth on Schedule I hereto in respect following (the “Company Deliverables”): (i) a certificate evidencing a number of each Seller, by wire transfer of immediately available funds Shares equal to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable Investor’s Investment Amount divided by the Buyers to Sellers on Per Share Purchase Price, registered in the Closing Date; provided, however, no name of such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Investor; (ii) On the Closing Datelegal opinion of Company Counsel, subject in agreed form, addressed to Section 1.3(d)(ivthe Investors; (iii) belowthe legal opinion of the Company’s law firm in the PRC (which PRC legal opinion shall address, Sellers among other things, the legality under PRC law of any reorganizations or legal structures owned by the Company in the PRC), in agreed form, addressed to the Investors; and (iv) this Agreement and the Registration Rights Agreement, duly executed by the Company. (b) At the Closing, each Investor shall (1) deliver or cause to be delivered to the Buyers Company, this Agreement and the certificates, if any, representing the Purchased SharesRegistration Rights Agreement, duly and validly endorsed or accompanied executed by stock powers duly and validly executed in blank, or such Investor (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (the “DWACInvestor Deliverables”). (c) Within one Business Day following the date of this Agreement, each Investor shall cause to be delivered to Company Counsel, as escrow agent, its Investment Amount, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose. Company Counsel, in its capacity as escrow agent under this Section 2.2(c), agrees that promptly following its receipt (which may be by facsimile) of a disbursement request (the Purchased Shares “Disbursement Request”), substantially in the form attached hereto as Annex B, executed by all signatories thereto, it shall distribute all monies received in connection with this Section 2.2(c) solely in accordance with the flow of funds attached as Exhibit A to one or more accounts designated by the Buyerssuch Disbursement Request. Company Counsel, in the case of each of (1) and (2its capacity as escrow agent under this Section 2.2(c), may conclusively rely on the disbursement instructions set forth in respect such Disbursement Request and shall not be liable for any actions taken by it in good faith in accordance with such Disbursement Request. If the Closing shall not have occurred prior to the one year anniversary of the Purchased Shares date hereof or this Agreement is terminated prior to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good6.5, valid and marketable title Company Counsel, in and its capacity as escrow agent under this Section 2.2(c), shall return each Investor’s Investment Amount to such Purchased Shares, free and clear of any and all LiensInvestor by wire transfer to an account designated in writing by such Investor for such purpose. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) On this Agreement, duly executed by the Company; (ii) facsimile or other electronic copies of one or more book-entry statements from the Transfer Agent, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Preferred Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser as set forth on the Book Entry Questionnaire included as Exhibit D-2 hereto (the “Book-Entry Statements”); (iii) facsimile or other electronic copies of one or more Tranche A Warrants, executed by the Company and registered in the name of such Purchaser as set forth on the Book Entry Questionnaire included as Exhibit D-2 hereto, with the original Tranche A Warrants delivered within two (2) Trading Days of the Closing; (iv) facsimile or other electronic copies of one or more Tranche B Warrants, executed by the Company and registered in the name of such Purchaser as set forth on the Book Entry Questionnaire included as Exhibit D-2 hereto, with the original Tranche B Warrants delivered within two (2) Trading Days after Closing; (v) a legal opinion of Company Counsel, dated as of the Closing Date, subject executed by such counsel and addressed to Section 1.3(d)(ivthe Purchasers and the Placement Agent, in a form reasonably acceptable to the such parties; (vi) below the Certificate of Designation shall have been filed with the Secretary of State of Delaware, which Certificate of Designation shall continue to be in full force and effect as of the Closing Date; (vii) duly executed Irrevocable Transfer Agent Instructions acknowledged in accordance with Section 1.2(awriting by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, the Book-Entry Statements evidencing a number of Preferred Shares equal to such Purchaser’s Subscription Amount divided by the Purchase Price, registered in the name of such Purchaser; (viii) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Buyers Closing Date, (a) certifying the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents, the filing of the Certificate of Designation and the issuance of the Securities, (b) certifying the current versions of the certificate of incorporation, as amended, the Certificate of Designation and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit F; (ix) the Compliance Certificate referred to in Section 5.1(i); (x) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (xi) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Closing Date; (xii) a certified copy of the certificate of incorporation and Certificate of Designation, each as certified by the Secretary of State (or comparable office) of the State of Delaware, as of a date within four (4) Business Days of the Closing Date; and (xiii) the Support Agreements duly executed by the Company and each party thereto. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Datefollowing (the “Purchaser Deliverables”): (i) this Agreement, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received duly executed by such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Purchaser; (ii) On the Closing Dateits Subscription Amount, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly in United States dollars and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyersimmediately available funds, in the case of each of (1) and (2), in respect of amount set forth as the Purchased Shares to be purchased “Purchase Price” indicated below such Purchaser’s name on the Closing Date as set forth on Schedule I attached applicable signature page hereto under the heading “Aggregate Purchase Price (as it may be amended in accordance with Section 1.1) and sufficient to convey Subscription Amount)” by wire transfer to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Company; (iii) On a fully completed and duly executed Selling Stockholder Questionnaire in the Modified Closing Date, (1) the Buyers shall take any such action form attached as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Annex A attached hereto; and (iv) Notwithstanding anything in this Agreement a fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750Company, and Closing shall proceed Book Entry Questionnaire in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubtforms attached hereto as Exhibits D-1 and D-2, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofrespectively.

Closing Deliveries. (a) Except as otherwise indicated below, at the Closing, Seller shall deliver the following to Buyer: (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited Ancillary Agreements, validly executed by Holdings and (2) the amount a duly authorized officer of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Seller; (ii) On the Closing DatePurchased Assets; provided, subject that (A) with respect to Section 1.3(d)(ivtangible Purchased Assets, delivery shall, unless the Parties otherwise mutually agree, be in accordance with Schedule 2.4.2(a)(ii), and (B) belowprior to delivering or making available any files, Sellers documents, instruments, papers, books and records to Buyer, Seller shall (1) deliver or cause be entitled to be delivered redact from such files, documents, instruments, papers, books and records any information to the Buyers extent that it does not relate to the certificatesProducts; provided, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu that Seller shall retain an unredacted copy of any such certificatesredacted files, Sellers may arrange documents, instruments, papers, books or records for an appropriate electronic transfer a period of [***] following the Closing; (including through Deposit iii) the Seller FDA Intent Letters; (iv) the Seller FDA Transfer Letters; and (v) a duly executed and Withdrawal at Custodian (“DWAC”)) acknowledged certificate, in form and substance reasonably acceptable to Buyer, certifying such facts necessary to establish that the sale of the Purchased Shares Assets and any other transactions contemplated hereby are exempt from withholding pursuant to one or more accounts designated by Section 1445 of the BuyersCode. (b) At the Closing, in Buyer shall deliver the case of following to Seller: (i) each of the Ancillary Agreements, validly executed by a duly authorized officer of Buyer. (1ii) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended Payment in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.2.3.1; (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Buyer FDA Intent Letters; and (iv) Notwithstanding anything in the Buyer FDA Transfer Letters. Portions of this Agreement Exhibit, indicated by the m▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the contrary, unless the Buyers would not be obligated Registrant’s application requesting confidential treatment pursuant to purchase the Purchased Shares by reason Rule 24b-2 of the failure Securities Exchange Act of any Closing Condition to be fulfilled 1934, as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofamended.

Closing Deliveries. A. At the Closing, Seller shall deliver to Purchaser, executed and acknowledged, as applicable: (i) On A bargain and sale deed without covenants against grantor’s acts, sufficient to convey fee title to the Closing Date, Land and Improvements subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(athe provisions of this Agreement, in the form attached hereto as Exhibit “8(A)(i)”, and made a part hereof (the “Deed”); (ii) A general ▇▇▇▇ of sale for the Personal Property, in the form of Exhibit “8(A)(ii)”, conveying, lien free (other than Permitted Exceptions) and as more particularly set forth therein, to Purchaser all of Seller’s right, title and interest in and to the Personal Property; (iii) An assignment and assumption, in the form of Exhibit “8(A)(iii)”, which provides for, as more particularly set forth therein, the Buyers shall deliver or cause assignment by Seller of all of Seller’s right, title and interest as landlord in and to be the Leases, all guaranties delivered to Sellers in connection therewith and all security deposits thereunder, and the cash amounts set forth on Schedule I hereto in respect assumption by Purchaser of each all of Seller, by wire transfer of immediately available funds to such accounts ’s obligations as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to landlord under the Leases arising from and after the Closing Date (it being understood thatthe “Assignment of Leases”); (iv) An assignment and assumption, (1) with respect to Holdingsin the form of Exhibit “8(A)(iv)”, which provides for, as more particularly set forth therein, the delivery assignment by Seller of all of Seller’s right, title and interest in and to all of the Surviving Contracts and Brokerage Agreements and the assumption by Purchaser of all of Seller’s obligations under such Surviving Contracts and Brokerage Agreements arising from and after the Closing Date (the “Assignment of Contracts”); (v) (vi) The cash Security Deposits under Leases then in effect and then actually held by Seller (together with accrued interest thereon, if any, less Seller’s proportionate share of administrative fees, if any) by payment of the aggregate amount thereof to Purchaser or a credit to Purchaser against the Purchase Price, at Seller’s option. (a) If one or more Security Deposit is wholly or partially comprised of a release instruction letter of credit (collectively, the “Letters of Credit”), Seller shall use commercially reasonable efforts to transfer the Escrow Agent in accordance with the terms Letters of the Escrow Agreement shall be deemed Credit to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends Purchaser as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers cost and expense of which Purchaser shall pay, and on the Closing Date; providedDate Seller shall deliver to Purchaser all original Letters of Credit, howeverwith all amendments thereto, no such offset actually held by Seller. As to those Letters of Credits which are not transferred to Purchaser at Closing (collectively, the “Non-Transferable Letters of Credit”), Seller shall execute at Closing the documentation necessary to cause the transfer or re-issuance of the Non-Transferable Letters of Credit and Seller and Purchaser shall reasonably cooperate with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On each other on the Closing Date, subject Date and following the Closing so as to Section 1.3(d)(iv) below, Sellers shall (1) deliver or effectuate the transfer of same to Purchaser and cause Purchaser to be delivered the beneficiary thereunder or to obtain a replacement letter of credit showing Purchaser as the beneficiary thereunder. Until the Non-Transferable Letters of Credit shall be transferred to Purchaser or replaced, as aforesaid, Purchaser shall hold the same, but upon request may deliver the same to Seller (if necessary), who shall then draw upon the same and deliver the proceeds to Purchaser or return the same to the Buyers the certificatesapplicable Tenant, if anyin each case upon Purchaser’s written instruction. Seller shall also deliver to 18848190v.10 Purchaser at Closing such documentation, representing the Purchased Sharesincluding, duly and validly endorsed or accompanied by stock powers duly and validly without limitation, sight drafts executed in blank, or (2) as Purchaser shall reasonably require in lieu connection with drawing under the Non-Transferable Letters of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit Credit in Seller’s name. Purchaser shall indemnify and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of hold Seller harmless from any and all Liens. losses, costs, damages, liens, claims, counterclaims, liabilities and expenses (iiiincluding, but not limited to, reasonable attorneys’ fees, court costs and disbursements) On incurred by Seller as the Modified Closing Dateresult of Seller taking any steps pursuant to a request of Purchaser, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated including drawing, or seeking to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they willdraw, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes any Tenant’s Security Deposit. The provisions of this Section 1.3, each amount on Schedule I hereto 8(A)(v)(b) shall be reduced to survive the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.Closing;

Closing Deliveries. (a) The closing of the purchase of any Offered Shares pursuant to Section 3.5 shall take place at the principal office of the Company on the tenth Washington, D.C. business day after the expiration of the last notice period applicable to such purchase. At such closing, each purchaser of Offered Shares shall deliver to the Section 3.5 Seller, against delivery of certificates representing the Offered Shares being acquired by such purchaser, a certified check or checks in an amount equal to the product of (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect number of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it Offered Shares being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); such purchaser and (ii) On the Closing DateFirst Offer Price or the Reoffer Price, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in as the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liensbe. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (ivb) Notwithstanding anything to the contrary contained in this Agreement to Section 3.6, the contrary, unless the Buyers would Company shall not be obligated to purchase any Offered Shares it has elected to purchase under Section 3.5 hereof to the Purchased extent that the purchase thereof would violate any law or statute or any order, writ, injunction, decree, judgment, rule, regulation, policy or guideline promulgated, or judgment entered, by any federal, state, local or foreign court of governmental authority applicable to the Company or any of its subsidiaries. (c) In the event the Company is not obligated to purchase all or any portion of the Offered Shares it has elected to purchase under Section 3.5 above by reason of paragraph (b) above, the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide Company shall promptly deliver written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (Section 3.5 Seller which notice shall specify the amount Buyers will purchase on number of Offered Shares that the Closing Date (Company is not obligated to purchase. For a period of 60 days following the receipt of such amountnotice, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced 3.5 Seller may sell such unpurchased Offered Shares to the amount derived by multiplying each such number any other First Offeree approved by the quotient resulting from Board of Directors upon the Notice Amount divided by 57,628,750, same terms and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the same conditions which would apply to a purchase of such Offered Shares by the Company. In the event the Section 3.5 Seller shall fail to consummate such a sale with respect to all such unpurchased Offered Shares within such 60-day period, the Company shall purchase such number of unpurchased Offered Shares that it is permitted to purchase under paragraph (b) above and the Company shall designate one or more Stockholders or Third Parties as the purchaser or purchasers of such remaining Offered Shares and, in the event the Company shall fail to designate such a purchaser or purchasers, the Section 3.5 Seller may sell any remaining unpurchased Offered Shares (i) to any Stockholder or (ii) to a Third Party without complying with the provisions of Section 3.5 above. No such Transfer shall be permitted (and any such Transfer shall be void and of no effect) unless and until (i) the requirements of Section 3.3 are satisfied and (ii) if such Transfer is to a Third Party, such Third Party shall agree in writing, in form and substance satisfactory to the Company, to become bound, and becomes bound, by all the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofAgreement.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver or cause to be delivered to Sellers each Purchaser the cash amounts set forth on Schedule I hereto following: (i) one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in respect Section 4.1(b) hereof), evidencing such number of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior Shares equal to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery number of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received Units indicated below such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers Purchaser's name on the Closing Date; providedsignature page of this Agreement, however, no registered in the name of such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Purchaser; (ii) On an Additional Investment Right, registered in the Closing Datename of such Purchaser, subject pursuant to which such Purchaser shall have the right to acquire such number of Underlying Shares indicated below such Purchaser's name on the signature page of this Agreement under the heading "Additional Investment Right Shares"; (iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Underlying Shares indicated below such Purchaser's name on the signature page of this Agreement under the heading "Warrant Shares"; (iv) a legal opinion of Company Counsel, in the form of Exhibit C, executed by such counsel and delivered to the Purchasers; (v) duly executed Transfer Agent Instructions; and (vi) a certificate from a duly authorized officer certifying on behalf of the Company that each of the conditions set forth in Section 1.3(d)(iv5.1 has been satisfied; (b) belowAt the Closing, Sellers each Purchaser shall (1) deliver or cause to be delivered an amount equal to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated Per Unit Purchase Price multiplied by the Buyers, in the case number of each of (1) and (2), in respect of the Purchased Shares to be purchased Units indicated below such Purchaser's name on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms signature page of this Agreement based under the heading "Units Purchased", in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose. The total purchase price payable by each Purchaser shall be set forth under such Purchaser's name on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions signature page of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of Agreement under the terms this Agreement in accordance with Section 6.4 hereofheading "Purchase Price."

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital Escrow Agent on behalf of Sellers has specified in writing at least two each Purchaser the following: (2i) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow this Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable duly executed by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);Company. (ii) On a certificate evidencing a number of Shares equal to the Closing Datesubscription amount indicated below such Purchaser's name on the signature page of this Agreement divided by the Per Share Purchase Price, subject registered in the name of such Purchaser; (iii) a legal opinion from counsel reasonably acceptable to Section 1.3(d)(ivthe Purchasers, in the form of Exhibit C hereto, addressed to the Purchasers; (iv) belowthe Registration Rights Agreement duly executed by the Company; (v) the Escrow Agreement duly executed by the Company; and (vi) a Parent Warrant, Sellers registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 30% of the Shares to be issued to such Purchaser at the Closing; (1vii) a Subsidiary Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to a number of shares of common stock of iNetWorks Corporation equal to (in number and not value) 10% of the number of Shares to be issued to such Purchaser at the Closing. (b) At the Closing, each Purchaser shall deliver or cause to be delivered to the Buyers Escrow Agent the certificatesfollowing: (i) this Agreement duly executed by such Purchaser; (ii) the subscription amount indicated below such Purchaser's address for notice on the signature page of this Agreement, if anyin United States dollars and in immediately available funds, representing by wire transfer to the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) account of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Escrow Agent; (iii) On the Modified Closing Date, (1) the Buyers shall take any Escrow Agreement duly executed by such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.Purchaser; and (iv) Notwithstanding anything in this the Registration Rights Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares duly executed by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofPurchaser.

Closing Deliveries. (ia) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)Closing, the Buyers Company shall deliver or cause to be delivered to Sellers each Purchaser the cash amounts following: (i) a stock certificate, containing the legend set forth on Schedule I hereto in respect Section 4.1(b), registered in the name of each Sellersuch Purchaser, by wire transfer evidencing the number of immediately available funds Common Shares equal to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable Purchaser's Common Stock Investment Amount divided by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Per Share Purchase Price; (ii) On a Debenture, registered in the Closing Datename of such Purchaser, subject evidencing the principal amount of Debentures purchased by such Purchaser, which amount is such Purchaser's Debenture Investment Amount; (iii) a Warrant, registered in the name of such Purchaser who acquired Common Shares pursuant to Section 1.3(d)(iv2.3(a)(i), pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares equal to 75% of the quotient obtained by dividing the amount to be paid by such Purchaser in accordance with Section 2.3(b) belowby the Per Share Purchase Price; (iv) An Adjustment Warrant, Sellers registered in the name of each Purchaser who acquired Common Shares pursuant to Section 2.3(a)(i), pursuant to which such Purchaser shall have the right to acquire the number of Adjustment Shares as set forth in Section 4.6 hereof; (1v) A Debenture Warrant, registered in the name of each Purchaser who acquired a Debenture pursuant to Section 2.3(a)(ii) equal to 75% of the quotient obtained by dividing the amount to be paid by such Purchaser by $0.85.; and (vi) legal opinion of Company Outside Counsel, in agreed form, addressed to the Purchasers; (b) At the Closing, each Purchaser shall deliver or cause to be delivered to the Buyers the certificatesCompany, if any, representing the Purchased Shares, duly and validly endorsed or accompanied in United States dollars in immediately available funds by stock powers duly and validly executed wire transfer to an account designated in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated writing by the BuyersCompany for such purpose, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey an amount equal to the Buyers good, valid and marketable title in and to sum of such Purchased Shares, free and clear of any and all LiensPurchaser's Common Stock Investment Amount plus such Purchaser's Debenture Investment Amount. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (ia) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a)At each Closing, the Buyers Company shall deliver or cause to be delivered to Sellers each Investor participating in such Closing the cash amounts following: (i) one or more stock certificates (or copies thereof provided by the Transfer Agent or a copy of an irrevocable instruction letter from the Company to the Transfer Agent to issue such stock certificates), free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing such number of Common Shares (A) in the case of the initital Closing, set forth opposite such Investor’s name on Schedule I Exhibit A-1 hereto under the heading “Common Shares,” and (B) in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms case of the Escrow Agreement subsequent Closing, if any, set forth opposite such Investor’s name on Exhibit A-2 hereto under the heading “Common Shares,” in each case registered in the name of such Investor; (ii) a Warrant, issued in the name of such Investor, pursuant to which such Investor shall be deemed have the right (A) in the case of the initital Closing, to satisfy this requirement with respect to acquire such number of Warrant Shares set forth opposite such Investor’s name on Exhibit A-1 hereto under the Escrow Funds deposited by Holdings heading “Warrant Shares” and (2B) in the amount case of any dividends that the Company has declared with a record date subsequent Closing, if any, to acquire such number of Warrant Shares set forth opposite such Investor’s name on or prior to the Closing Date, and which the Buyers are entitled to receive Exhibit A-2 hereto under the terms herein, shall, to the extent the Buyers have not received such dividends heading “Warrant Shares”; (iii) a legal opinion of Company Counsel dated as of the Closing Date, reduce in the aggregate amount payable form of Exhibit C, executed by such counsel and delivered to the Investors; and (iv) duly executed Transfer Agent Instructions acknowledged by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);Transfer Agent. (iib) On At the Closing Dateinitial Closing, subject to Section 1.3(d)(iv) below, Sellers each Investor listed on Exhibit A-1 shall (1) deliver or cause to be delivered to the Buyers Company the certificatespurchase price set forth opposite such Investor’s name on Exhibit A-1 hereto under the heading “Purchase Price” in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Investor by the Company for such purpose, except that Bridge Lenders who are Investors shall pay all or part (to the extent their purchase price exceeds the amount of their Bridge Loans being converted) of the purchase price set forth opposite their names, through the conversion of the outstanding principal amount of the Bridge Loans, set forth on Exhibit A-3, and by signing a counterpart signature page hereto, such Bridge Lenders who are Investors, acknowledge that such Bridge Lender has not transferred any Bridge Loans, the Bridge Loans listed on Exhibit A-3 opposite its names have been paid in full and there are no other outstanding amounts owed such Bridge Lender on account of the Bridge Loans (subject to the payment of all accrued interest by the Company at the initial Closing). To the extent the conversion of the Bridge Loans hereunder is inconsistent in any way with the terms the Loan Agreements dated June 22, 2005, September 16, 2005, November 9, 2005 and January 31, 2006 by and among the Company and one or more of the Bridge Lenders, such agreements are hereby amended to permit such conversion on the terms described herein. In addition, the Company hereby agrees and acknowledges that it has consented to the transfer, effective immediately prior to the Closing, to GCE Holdings LLC of the Bridge Loans previously held by ▇▇▇▇▇ Partners III, L.P., ▇▇▇▇▇ Partners International III, L.P., ▇▇▇▇▇ Employee Fund III, L.P., Essex Woodlands Health Ventures V, L.P., Care Capital Investments II, LP and Care Capital Offshore Investments II, LP. (c) At the subsequent Closing, if any, representing each Investor listed on Exhibit A-2 shall deliver or cause to be delivered to the Purchased SharesCompany the purchase price set forth opposite such Investor’s name on Exhibit A-2 hereto under the heading “Purchase Price” in United States dollars and in immediately available funds, duly and validly endorsed or accompanied by stock powers duly and validly executed wire transfer to an account designated in blank, or (2) in lieu of any writing to such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated Investor by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to Company for such Purchased Shares, free and clear of any and all Lienspurpose. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On Subject to the Closing Datefollowing provisions of this clause, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver at or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to HoldingsClosing, the delivery following transactions will take place, all of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement which shall be deemed to satisfy this requirement with respect have occurred simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (1) the Purchaser shall pay the purchase price to the Escrow Funds deposited Company, by Holdings and way of a bank transfer to the Company's account, in immediately available funds, to the bank account of which details are set forth in Annex "B" hereto, (2) the amount of any dividends that the Company has declared with a record date on or prior shall issue and allot to the Closing DatePurchaser, no later than forty five (45) days following the Closing, the Shares and the Warrant. The aforementioned issuance shall be effected by delivering to the Purchaser a copy of the irrevocable instructions to the Company’s transfer agent, instructing the transfer agent to deliver the Shares via overnight courier or via the Depository Trust Company Deposit Withdrawal Agent Commission System, and delivery of the Warrant (which the Buyers are entitled to receive under the terms herein, shallmay initially be in electronic copy, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable be followed immediately by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly original executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2Warrant), in respect each case in the name of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto Purchaser, and (as it may be amended in accordance with Section 1.13) and sufficient to convey each Party shall deliver to the Buyers good, valid other Party copies of resolutions taken by its board of directors (or other similar governing body) approving the execution and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions delivery of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance , and all the transactions contemplated hereunder; notwithstanding the aforesaid it is agreed that US$ 54,000 out of the terms this Agreement total purchase price shall be paid through set-off of the Purchaser's Assigned Rights (as defined in accordance with Section 6.4 hereofthe Deed of Assignment of which copy is attached hereto as Schedule 1.1(c)) to receive an amount of US$ 54,000 from the Company. THE PURCHASER UNDERSTANDS THAT AN INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK, AND THAT THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE. THERE CAN BE NO ASSURANCES THAT THE PURCHASER WILL RECOVER ALL OR ANY PORTION OF THIS INVESTMENT.

Closing Deliveries. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place: (i) On at the Closing Dateoffices of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. (New York time) on the date that is the later of (A) the second (2nd) Business Day after the date on which the last of the conditions set forth in Article VI (other than conditions that, by their nature, are to be satisfied at the Closing, but subject to Section 1.3(d)(ivthe satisfaction or waiver of those conditions at the Closing) below and has been satisfied or waived in accordance with Section 1.2(athis Agreement and (B) the third (3rd) Business Day after the final day of the Marketing Period or any earlier Business Day during the Marketing Period as may be specified by the Purchaser on no less than three (3) Business Days’ notice to the Company, but subject to the satisfaction or waiver of the conditions set forth in Article VI (other than conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing); or (ii) at such other place, time and date as the Purchaser and Seller Representative may mutually agree in writing. The date upon which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the terms and conditions set forth in this Agreement, in addition to any other deliveries contemplated under this Agreement to be made at the Closing, the Buyers following deliveries will be made at the Closing: (i) each Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed for transfer or cause to be delivered to Sellers accompanied by stock powers or other appropriate instruments of assignment and transfer duly executed by each applicable Seller evidencing the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior the Shares to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)Purchaser; (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) cause the Company to deliver or cause to be delivered to the Buyers Purchaser the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu resignation of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) each director of the Purchased Shares to one or more accounts designated by Target Companies (other than the Buyers, employee on the board of the Company’s Indian Subsidiary and the individual that serves as the local director designee on the board of the Company’s Subsidiary in the case of each of (1) and (2Singapore), in respect each case effective as of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.Closing; (iii) On the Modified Closing Date, Sellers shall cause the Company to make available to the Purchaser the minute books of each Target Company (1) each such minute book to be available on the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect premises of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.facility at which it is kept); (iv) Notwithstanding anything the Sellers shall cause Seller Representative to deliver to the Purchaser the Escrow Agreement executed by Seller Representative and the Escrow Agent; (v) each Seller shall deliver to the Purchaser a subscription agreement in the form attached to this Agreement to the contraryas Exhibit D, unless the Buyers would not be obligated to purchase the Purchased Shares by reason subscribing for such Seller’s proportionate share of the failure of any Closing Condition to be fulfilled as of the Termination DatePurchaser Stock, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For Seller’s applicable Equity Percentage Interest (the avoidance of doubt“Subscription Agreement”), nothing in this Section 1.3(d)(ivduly executed by such Seller; (vi) modifies the obligation of the Buyers to purchase the Purchased Shares, subject each Seller shall deliver to the terms Purchaser a complete and conditions executed Form W-9 or Form W-8, as applicable; (vii) CVC shall have provided to the Purchaser a properly completed and executed certificate of this Agreement. Nothing shall prevent RiverNorth from seeking non-foreign status in the form attached to compel specific performance of the terms this Agreement as Exhibit E; (viii) the Company shall have provided to the Purchaser a properly completed and executed statement that interests in accordance with the Company are not described in Treasury Regulations Section 6.4 hereof1.1445-11T(d)(1), in the form attached to this Agreement as Exhibit F; (ix) the Purchaser shall deliver to Seller Representative the Escrow Agreement executed by the Purchaser and the Escrow Agent; and (x) the Purchaser shall deliver to each Seller the Subscription Agreement executed by the Purchaser.

Closing Deliveries. (a) At the Closing, in addition to the Estimated Cash Payment, Seller shall deliver to Buyer: (i) On Certificate or Certificates signed by an appropriate officer of Seller stating that (A) each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of the Closing Datewith the same force and effect as if such representations and warranties had been made at Closing, subject and (B) all of the conditions set forth in Sections 7.02(b), (d), (f) and (g), but, with respect to Section 1.3(d)(iv) below and in accordance with Section 1.2(a7.02(d), the Buyers shall deliver or cause only insofar as Section 7.02(d) pertains to approvals required to be delivered obtained by Seller, have been satisfied or waived as provided therein; (ii) a certified copy of the resolutions of the Board of Directors of Seller, authorizing the execution of this Agreement and the consummation of the transactions contemplated hereby; (iii) evidence of payment to Sellers the cash amounts set forth on Schedule I hereto in respect of each SellerBuyer, by wire transfer of in immediately available funds to an account designated by Buyer, of the Estimated Cash Payment; (iv) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 1; (v) an executed Assignment and Assumption of Assumed Contracts and Loans Agreement in substantially the form set forth in Exhibit 2 along with all original notes and loan documents; (vi) an executed ▇▇▇▇ of Sale in substantially the form set forth in Exhibit 3; (vii) a special warranty deed with covenants against encumbrances and of further assurances conveying good and merchantable fee simple title to the Real Property, in form and substance reasonably satisfactory to Buyer; (viii) such accounts other bills of sale, assignments, and other instruments and documents as RiverNorth Capital counsel for Buyer may reasonably require as necessary or desirable for transferring, assigning and conveying to Buyer good, marketable and insurable title to the Assets, including without limitation the Real Property; (ix) listings of the Deposit Liabilities being transferred to Buyer as of the close of business on behalf of Sellers has specified in writing at least two (2) Business Days the business day prior to the Closing Date (it being understood thatthe “Deposit Listings”) on magnetic tape or utilizing such other method of information transfer as the parties may mutually agree, (1) with respect to Holdingswhich Deposit Listings shall include, for each account, the delivery account number, outstanding principal balance and accrued interest; (x) a Security Release Certification in the form set forth in Exhibit 4 executed by any Person as requested by Buyer, if any of the Mortgage Loans has been the subject to any security interest, pledge or hypothecation for the benefit of such Person; (xi) the Records, including any Records recorded, stored or maintained by its third party data processor; (xii) an Owner’s Affidavit, Gap Indemnity, evidence of due formation, existence, capacity and authority of Seller and such other documents, instruments and assurances as Buyer’s title insurance company may reasonably require as a release instruction condition of providing title insurance coverage required by Buyer relating to the Escrow Agent in accordance with Real Property, as well as a FIRPTA Affidavit and a form certifying that Seller is a “resident” of Maryland so as to be exempt from Maryland state real property withholding taxes; and (xiii) All plans, blueprints, keys, safe alarm and similar codes, warranties, permits, contracts, operating manuals, and any other documents and items of personal property relating to the terms Real Property or its construction, use or operation. (b) At the Closing, Buyer shall deliver to Seller: (i) a Certificate or Certificates signed by an appropriate officer of Buyer stating that (A) each of the Escrow Agreement shall be deemed to satisfy this requirement with respect to representations and warranties contained in Article Four is true and correct in all material respects at the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as time of the Closing Datewith the same force and effect as if such representations and warranties had been made at Closing, reduce and (B) all of the aggregate amount payable conditions set forth in Sections 7.01(b) and 7.01(d), insofar as Section 7.01(d) pertains to approvals required to be obtained by the Buyers to Sellers on the Closing Date; providedBuyer, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers)have been satisfied or waived as provided therein; (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) a certified copy of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect resolutions of the Purchased Shares to be purchased on Board of Directors of Buyer authorizing the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) execution of this Agreement and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear consummation of any and all Liens.the transactions contemplated hereby; (iii) On an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the Modified Closing Date, (form set forth in Exhibit 1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.; and (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason an executed Assignment and Assumption of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, Assumed Contracts and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Loans Agreement in accordance with Section 6.4 hereofsubstantially the form set forth in Exhibit 2.

Closing Deliveries. (ia) On At the Closing DateClosing, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall Seller will deliver or cause to be delivered to Sellers Buyer the cash amounts set forth following: (i) the ▇▇▇▇ of Sale, duly executed by Seller; (ii) the consents, waivers, approvals, Orders and authorizations listed on Schedule I hereto 2.8(a)(ii), each in respect form and substance reasonably acceptable to Buyer; (iii) an officer certificate, attaching (i) the Articles of each Organization of Seller, certified by wire transfer the Georgia Secretary of immediately available funds to such accounts State as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record recent date on or prior to the Closing Date, and (ii) resolutions of Seller approved by its managers and its members authorizing the execution and delivery of, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which the Buyers are entitled to receive under the terms herein, shall, Seller is a party; (iv) a certificate executed by an officer of Seller to the extent effect that the Buyers conditions specified in Section 6.2(a)-(d) have not received such dividends as been satisfied; (v) Payoff letters directing payment of all the Closing Indebtedness; (vi) evidence satisfactory to Buyer in its sole discretion that all Liens encumbering the Acquired Assets have been or will be terminated (other than Permitted Liens); (vii) the Estimated Closing Statement, duly executed by Seller; (viii) the Escrow Agreement, duly executed by Seller; (ix) the Seller Non-competition Agreements, duly executed by Seller and the Principal Member; (x) Articles of Amendment to be filed with the Georgia Secretary of State on the Closing Date, reduce the aggregate amount payable amending Seller’s Articles of Organization to change Seller’s name to a name easily distinguishable from “Revo Squared LLC” in form and substance consistent with applicable Legal Requirements and acceptable to Buyer; (xi) Employment offer letters or agreements and non-solicitation and noncompetition agreements of each Key Employee and any other Employees designated by the Buyers Buyer, in each case on terms and conditions satisfactory to Sellers on the Closing Date; providedBuyer in its sole discretion and, however, no such offset with respect to dividends shall apply the Key Employees, in substantially the forms attached hereto as Exhibit D (the “Employment Agreements”), duly executed by such Key Employees and Employees; (xii) the IP Assignments, duly executed by Seller; (xiii) the form of Invention and Intellectual Property Assignment Agreement attached as Schedule 2.8(a)(xiii), executed by each current and former employee and contractor of Seller or its Affiliates (the “Invention Assignment Contracts”) who has contributed to Company Shares not actually purchased the conception, reduction to practice, creation, authorship or development of any Business Intellectual Property Rights, pursuant to which such party (i) assigns to Seller its/his/her right, title and interest in and to such Business Intellectual Property Rights relating to or in the scope of such Person's employment by Buyersor engagement with Seller or its Affiliate as set forth in the Invention Assignment Contracts, and (ii) waives (subject to limitations of applicable Legal Requirements) any unassignable rights such as moral rights that he, she or it may possess in the Business Intellectual Property Rights as set forth in the Invention Assignment Contracts; (xiv) with respect to the Leased Real Property, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (“Assignment and Assumption of Lease”) and duly executed by Seller; and (xv) any other certificates, documents or instruments reasonably required by Buyer to be delivered at Closing pursuant to this Agreement. (b) At the Closing, the Buyer Parties will deliver or cause to be delivered the following: (i) the payments stated in Section 2.5(a); (ii) On the Estimated Closing Statement, duly executed by Buyer; (iii) the Warrant; (iv) the ▇▇▇▇ of Sale, duly executed by Buyer; (v) the Escrow Agreement, duly executed by Buyer; (vi) the Seller Non-competition Agreements, duly executed by Buyer; (vii) the Employment Agreements, duly executed by Buyer; (viii) the Assignment and Assumption of Lease, duly executed by Buyer; and (ix) a certificate of an officer of Buyer, dated the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers effect that the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed conditions specified in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1Section 6.3(a) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1b) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Lienshave been satisfied. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. Seller shall have delivered to Buyers: (ia) On an officer's certificate, dated as of the Closing Date, subject certifying that, except where expressly limited to Section 1.3(d)(iv) below a specific date, each of the representations and warranties of Seller in accordance with Section 1.2(a)this Agreement is true and correct, the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth in all material respects, on Schedule I hereto in respect and as of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood thatand Seller has performed and complied with, (1) with respect to Holdingsin all material respects, the delivery covenants and agreements of a release instruction Seller in this Agreement required to the Escrow Agent in accordance be performed and complied with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date; (b) a good standing certificate of Seller, and which of recent date, from the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as Secretary of the Closing Date, reduce the aggregate amount payable State of Delaware; (c) copies of all partnership actions duly taken by the Buyers general partner of Seller, authorizing the execution, delivery and performance of this Agreement and the other agreements, instruments and documents contemplated and to Sellers be delivered under this Agreement, which actions shall be in full force and effect at the time of delivery on the Closing Date; provided; (d) an opinion of counsel to Seller covering the topics set forth on Exhibit 11.5(d) hereto in form and substance reasonably satisfactory to Buyers; (e) (i) an Indenture, however▇▇▇▇ of Sale and Assignment substantially in the form of Exhibit 11.5(e)(i) hereto, no such offset with respect to dividends shall apply to Company Shares not actually purchased (ii) Assignments of the Real Property Leases, substantially in the forms of Exhibits 11.5(e)(ii)(A), (B) and (C) hereto and (iii) Special Warranty Deeds for the Owned Real Property, substantially in the forms of Exhibits 11.5(e)(iii)(A), (B) and (C) hereto, duly executed by BuyersSeller and acknowledged as required by applicable law (collectively, the "Transfer Documents"); (iif) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased SharesRegistration Rights Agreement, duly and validly endorsed or accompanied executed by stock powers duly and validly executed in blank, or Seller; and (2g) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, Transitional Services Agreement substantially in the case form of each of Exhibit 11.5(g) hereto (1) and (2the "Transitional Services Agreement"), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liensduly executed by Seller. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

Closing Deliveries. (i) On At the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause following conditions are to be delivered performed to Sellers the cash amounts set forth on Schedule I hereto in respect satisfaction of each Seller, Purchaser (unless waived by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified each Purchaser in writing at least two (2its sole and absolute discretion) Business Days prior to the Closing Date Purchasers becoming severally obligated hereunder to fund their allocable portion of the Purchase Price: (it being understood that, a) the Company will deliver Shares which have been fully registered under the Securities Act of 1933 (1the "Securities Act") with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance and under such state securities laws which require such registration (together with the terms Securities Act, "Securities Laws"), and which will be convertible into shares of Common Stock which have been fully registered under the Securities Laws, which Shares and Common Stock will be freely transferable upon acquisition by any Holder; (b) Nixon Peabody, LLP, counsel for th▇ ▇▇▇pany, will deliver to each of the Escrow Agreement shall be deemed to satisfy this requirement Purchasers an opinion with respect to the Escrow Funds deposited by Holdings Company's status as a real estate investment trust and as a real estate operating company in the forms of Exhibit B-1 and B-2 hereto; (2c) Nixon Peabody, LLP, counsel for th▇ ▇▇▇p▇▇▇, ▇▇ll deliver to each of the Purchasers an opinion in the form of Exhibit C hereto; (d) the amount general counsel of any dividends that the Company has declared with will deliver to each of the Purchasers an opinion in the form of Exhibit D hereto; (e) the Company will deliver to each of the Purchasers a record date on or prior waiver of the ownership limitations set forth in the Articles in the form of Exhibit E hereto; (the "Ownership Waiver"); and (f) the Operating Partnership will deliver to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, Company an amendment to the extent Operating Partnership's Second Amended and Restated Agreement of Limited Partnership (the Buyers have not received such dividends as "L.P. Agreement") establishing a series of preferred units (the "Units") of the Closing Date, reduce Operating Partnership in the aggregate amount payable by form of Exhibit F hereto (the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers"OP Amendment"); (iig) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or The Company will cause to be delivered to the Buyers Purchasers a letter from Duff & Phelps Credit Rating Co. confirmin▇ ▇▇▇ rating of the certificates, if any, representing Shares as not less than BBB- (the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2"Rating Letter") in lieu the form of any Exhibit G hereto; (h) The Company will deliver to each of the Purchasers an officers' certificate in the form of Exhibit H hereto with appropriate schedules (the "Officers' Certificate") and such certificatesother documents, Sellers certificates and opinions as the Purchasers may arrange for an appropriate electronic transfer reasonably request; (including through Deposit i) The Company will deliver warrants in the form of Exhibit I hereto to purchase 67,340 shares of the Company's Common Stock to Prudential Investment Management Services LLC ("PIMS") and Withdrawal at Custodian warrants to purchase 1,660 shares of the Company's Common Stock to Teachers Insurance and Annuity Association of America; (“DWAC”j) The Company will deliver warrants in the form of Exhibit I to purchase shares of the Company's Common Stock to each of PLI (4,950 shares), PLA (550 shares) and AEW (5,500 shares) (together with the warrants described in subparagraph (i) above the "Warrants"); and (k) On the date of the Closing, the purchase of the Shares by each Purchaser shall: (i) be permitted by the laws and regulations of each jurisdiction to which the applicable Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the Purchased Shares New York Insurance Law) permitting limited investments by insurance companies without restriction as to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect character of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto particular investment; (as it may be amended in accordance with Section 1.1ii) not violate any applicable law or regulation; and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On not subject the Modified Closing Dateapplicable Purchaser to any tax, (1) the Buyers shall take penalty or liability under or pursuant to any such action as would be required under Section 1.3(d)(i) applicable law or regulation, which law or regulation was not in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day effect prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on date hereof. If requested by the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amountPurchasers, the “Notice Amount”)), for purposes Purchasers shall have received an Officer's Certificate certifying as to such matters of this Section 1.3, each amount on Schedule I hereto shall be reduced fact as the Purchasers may reasonably specify to enable the amount derived by multiplying each Purchasers to determine whether such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereofis so permitted.